These documents have been translated from Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translations.

Dear Shareholders,
We would like to express our appreciation for your continued support and patronage.
We hereby notify you of the 221st Annual General Meeting of Shareholders of Mitsubishi Logistics
Corporation (the “Company”), to be held on Thursday, June 27, 2024.
Please refer to the explanation of the agenda and business overview, etc. of the General Meeting of
Shareholders.
Hidechika Saito
Representative Director and President
Contents
Notice of the 221st Annual General Meeting of Shareholders ..............2
Reference Documents for the General Meeting of Shareholders ..........6
Business Report .....................................................................................22
Consolidated Financial Statements .......................................................41
Non-consolidated Financial Statements ...............................................43
Audit Report .........................................................................................45
Corporate Philosophy
Engage in sincere and fair business activities to secure appropriate profits and promote steady growth,
appropriately compensating our stakeholders while contributing to the realization of an affluent andsustainable society.
The MLC2030 Vision
VisionContributing to the improvement of customer value, we offer comprehensive logistics solutions to the
management of customers’ supply chains, from procurement to distribution/sales, as their partner.

1

(Securities Code 9301)
June 5, 2024
(Commencement date of electronic provision measures: May 29, 2024)
To Shareholders with Voting Rights:
Hidechika Saito
Representative Director and President
Mitsubishi Logistics Corporation
19-1, Nihonbashi, 1-chome,
Chuo-ku, Tokyo, JapanNOTICE OF
THE 221ST ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby notify you of the 221st Annual General Meeting of Shareholders of Mitsubishi Logistics
Corporation (the “Company”). The meeting will be held for the purposes as described below.
We have adopted measures for electronic provision for this General Meeting of Shareholders. The electronic
provision measures matters are posted on the Company’s website, shown below.
The Company’s website
https://www.mitsubishi-logistics.co.jp/english/ir/stockholders_meeting.html

This information is also posted on the website of the Tokyo Stock Exchange. If you are unable to view it fromthe Company’s website, please access the Tokyo Stock Exchange website, shown below. Enter the issue name
“Mitsubishi Logistics” or code “9301” to search, then click on “Basic information” then “Documents for public
inspection/PR information” to view the information.
Tokyo Stock Exchange website
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are unable to attend the meeting, you can exercise your voting rights in writing or via the Internet.
Please review the Reference Documents for the General Meeting of Shareholders, and exercise your voting
rights by no later than 5 p.m. Japan time on Wednesday, June 26, 2024. (Please refer to the Guide to Exercising
Voting Rights on page 4 for the detailed procedures for exercising voting rights, etc.)
We plan to present part of the proceedings of this General Meeting of Shareholders on the Company’s website,
shown above, after the meeting.

2

1. Date and Time:Thursday, June 27, 2024 at 10 a.m. Japan time

2. Place:

Nihonbashi Dia Building, Headquarters of the Company
19-1, Nihonbashi, 1-chome, Chuo-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
221st Fiscal Year (April 1, 2023 - March 31, 2024) and results of audits by
the Accounting Auditor and the Audit & Supervisory Board of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 221st Fiscal Year
(April 1, 2023 - March 31, 2024)
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Revisions to a Portion of the Articles of Incorporation
Proposal No. 3: Election of Ten (10) Directors
Proposal No. 4: Election of Three (3) Audit & Supervisory Board Members
4. Other Electronic Provision Measures of the 221st Annual General Meeting of Shareholders (Items
Excluded from Notice of the 221st Annual General Meeting of Shareholders)
In accordance with the provisions of applicable laws, regulations and Article 15 of the Articles ofIncorporation of the Company, the following items have been omitted from the documents sent toshareholders who have requested a written copy of the electronic provision measures matters. The following
matters are part of the documents audited by the Audit & Supervisory Board Members and the Accounting
Auditor.
(i) Company’s Systems and Policies in the Business Report(ii) Consolidated Statements of Changes in Net Assets and Notes to Consolidated Financial Statements in
the Consolidated Financial Statements(iii) Non-consolidated Statements of Changes in Net Assets and Notes to Non-consolidated Financial
Statements in the Non-consolidated Financial Statements~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Any updates to the electronic provision measures matters will be posted on each of the websites shown above.

3

Guide to Exercising Voting Rights
Please exercise your voting rights by one of the following methods.
Exercising Voting Rights in Writing (by Mail)
Please indicate your vote for or against each proposal on the enclosed Voting Rights Exercise Form, and return
your form to arrive before the deadline for exercising voting rights.
If you do not indicate a vote to a proposal on the Voting Rights Exercise Form, this will be treated as a vote infavor of that proposal.
Deadline for exercising voting rights: Arrive no later than 5:00 p.m. Japan time on Wednesday, June 26,
2024
Exercising Voting Rights via the Internet
Please follow the instructions on the next page to access the voting rights exercise website, and enter yourvote for or against each proposal.
If you vote both in writing on the Voting Rights Exercise Form and via the Internet, only your vote placed via
the Internet will be valid.
In addition, if you submit your vote multiple times via the Internet, only the last vote will be valid.
Deadline for exercising voting rights: 5:00 p.m. Japan time on Wednesday, June 26, 2024
Exercising Voting Rights by Attending the Meeting in Person
Please submit the enclosed Voting Rights Exercise Form at the reception desk.
If you wish to exercise your voting rights by proxy, you can exercise your voting rights by proxy by appointing
another shareholder with voting rights as proxy and submitting a document that attests the power of proxy.
Date and time: Thursday, June 27, 2024 at 10:00 a.m. Japan time4Instructions for Voting via the Internet
Deadline for exercising voting rights: 5:00 p.m. Japan time on Wednesday, June 26, 2024
By scanning the QR CodeYou can exercise your voting rights without entering the “Login ID” or “temporary password.”
1. Scan the QR Code printed on the tab of the Voting Rights Exercise Form (on the right).
* QR Code is a registered trademark of DENSO WAVE INCORPORATED.
2. Please vote for or against each proposal following the on-screen guidance.
By entering the “Login ID” and “Temporary password”
Voting rights exercise website: https://evote.tr.mufg.jp/
1. Access the voting rights exercise website.
2. Enter the “Login ID” and “Temporary password” printed on the Voting Rights Exercise Form and click “Login.”
3. Please vote for or against each proposal following the on-screen guidance.
About the voting rights exercise website(1) The website will be inactive between 2:30 a.m. and 4:30 a.m. each day.
(2) It may not be possible to use the website depending upon the Internet environment, the Internet service, or
the model of device that you are using.
(3) Please note that the shareholder is solely responsible for any expenses (Internet connection fees, etc.)
incurred while accessing the voting rights exercise website.
(4) If you have any questions, please contact the following:

Stock Transfer Agency Department (Help Desk), Mitsubishi UFJ Trust and Banking Corporation
Telephone: 0120-173-027 (Toll-free)Business Hours: 9 a.m. – 9 p.m. (Japan time)< For institutional investors>
Institutional investors may exercise your voting right using the voting platform operated by ICJ, Inc.

5

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
As to the appropriation of surplus, the Company adheres to a policy of maintaining stable dividend inconsideration of the retained earnings level in addition to profits for the period while paying attention to thesystematic development of the Logistics Business centered on the Warehousing & Distribution Business, theCompany’s mainstay business, and of the Real Estate Business centered on building leases, strengthening its
financial structure in preparation for changes in its business environment. Additionally, under the Management
Plan (2022-2024), launched in the fiscal year ended March 31, 2023, the Company positions shareholder
returns as one of the most important management issues, and aims to further enhance shareholder returns. For
dividends, the Company has adopted a policy of achieving stable and continuous dividends with a DOE of 2%
or above, while taking into account the balance among corporate performance, growth investments, and capitalefficiency.
For the fiscal year ended March 31, 2024, we propose the year-end dividend of 70 yen per share, taking into
account such factors as the above basic policies, and operating results for the year and the retained earnings
level. As a result, the annual dividend, including 50 yen, the interim dividend, will be 120 yen per share, anincrease of 30 yen compared to the previous fiscal year.
1. Type of dividend property
Cash
2. Matters concerning the allotment of dividend property and its total amount
70 yen per share of common stock of the Company
The total amount: 5,308,362,780 yen
3. Effective date of the dividend of surplus
June 28, 2024

6

Proposal No. 2: Revisions to a Portion of the Articles of Incorporation
1. Reasons for the Revisions
The Company proposes that the number of Directors be reduced from the current fourteen (14) to eleven(11) to keep the number of Directors at an appropriate level in order to strengthen the supervisory functionsof the Board of Directors and further promote the separation of management and execution.
2. Details of the Revisions
The current Articles of Incorporation and proposed change is as follows.
Current Articles of Incorporation
Article 19 The number of Directors of the Company
shall not be more than 14.

7(Underlines indicate amended sections)
Amended Articles of Incorporation
Article 19 The number of Directors of the Company
shall not be more than 11.

Proposal No. 3: Election of Ten (10) Directors
The terms of office of all twelve (12) Directors will expire at the conclusion of this year’s Annual General
Meeting of Shareholders. Accordingly, we nominate the following ten (10) candidates for Directors:

Current positions andresponsibilities at the Company

Attendanceat theBoard ofDirectors
meetings

No.

Name

Gender1

Masao Fujikura

Male[Reappointment]

Chairman

100%
12/12

2

Hidechika Saito

Male[Reappointment]

Representative Director andPresident

100%
12/12

3

Munenori Kimura

Male[Reappointment]

4

Akira Yamao

Male[Reappointment]

5

Masanori Maekawa

Male[Reappointment]

6

TatsuoWakabayashi

Male

7

Toshifumi Kitazawa

Male

8

Tadaaki Naito

Male

9

Tetsuya Shoji

Male

10

Kazuko Kimura

Female[Reappointment][Outside][Independent][Reappointment][Outside][Independent][Reappointment][Outside][Independent][Reappointment][Outside][Independent][Reappointment][Outside][Independent]

8

Director and Managing
Executive Officer responsible forPlanning, International
Transportation Business andOverseas Business
General Manager, Corporate
Planning Division
Director and Managing
Executive Officer responsible for
Accounting & Financing andInformation System
Representative Director andManaging Executive Officer
responsible for General Affairs,
Corporate Communications,
Human Resources, andSustainability Promotion
General Manager, General
Affairs Division, Corporate
Communications Chamber

100%
12/12

100%
12/12

100%
9/9

Outside Director

100%
12/12

Outside Director

100%
12/12

Outside Director

92%
11/12

Outside Director

92%
11/12

Outside Director

100%
12/12

Expertise and Experience (Skill Matrix)
Legal

Term of office as
Director

Corporate

Finance andManagement Accounting

Marketing

ESG andSustainability

Contribution

Affairs,
HR Strategy

ComplianceTechnology

and Risk

to theCompany’s
Growth*Management

8 years

○

○

○

○

○

○

Overall

2 years

○

○

○

○

○

○

Overall

2 years○○○

5 years○

1 year

○5 years○

5 years

1, 2

○

○

4

○

○

○

5

○

○

○

○

5

○

○

○

○

○

5

4 years

○

○

○

○

○

5

3 years

○

○

○

○

○

4

○

○

○

○

1

3 years*Contribution to the Company’s Growth: Contribution to the growth strategies aimed at achieving MLC2030 Vision (terms
generally quoted from MLC2030 Vision)
1. Establish a customer-oriented support system (take on comprehensive supply chain challenges with a focus on the
medical/health care, food/beverage, machinery/electrical machine, and new materials industries as priority areas)
2. Expand overseas businesses
3. Secure stable profits in the Port and Harbor Transportation and the Real Estate Businesses
4. Improve operational processes and further utilization of new technologies
5. Strengthen the Group management base
(Note) This table does not represent all the skills that each Director possesses.

9

No.

Name
Date of birth
(Age)

Masao
Fujikura
March 20, 1959
(65 years old)1

Past experience, positions, and responsibilities
April 1982
June 2012
April 2015
June 2016
April 2017
April 2018
June 2021
June 2022
April 2023
June 2023

Joined the Company
General Manager, International Business Coordination Chamber
General Manager, Osaka Branch
Director and General Manager, Osaka BranchManaging Director; and General Manager, Osaka BranchPresident
President and Chief Executive Officer
Representative Director and President
Representative Director and Chairman
Chairman (current position)

Reappointment

Number ofshares of theCompany
held:39,333
Term of officeas Director:
8 years(at theconclusion ofthis General
Meeting of
Shareholders)
Attendance atmeetings ofthe Board of
Directors:
100%
12/12

[Reason for nomination as candidate for Director]
Mr. Masao Fujikura had served as General Manager of International Business Coordination Chamber, etc. After his term ofoffice as Managing Director and General Manager of Osaka Branch, he served as President, overseeing overall business
operation as a chief executive of the Company from 2018 to 2023. He is currently serving as Chairman. He possesses a wealthof experience and professional knowledge for the Company’s business operation, therefore, the Company nominated him as
Director.
April 1987
Joined the Company
Number of
April 2018
General Manager, Osaka Branchshares of theApril 2020
General Manager, International Transportation BusinessCompany
Division
held:
June 2021
Executive Officer and General Manager, International
13,326
Transportation Business Division
April 2022
Managing Executive Officer
Term of office
June 2022
Representative Director and Managing Executive Officer
as Director:
April 2023
Representative Director and President (current position)
2 years
Hidechika Saito(at theJuly 5, 1964
conclusionof(59 years old)2

this General
Meeting of
Shareholders)

Reappointment

Attendance atmeetings ofthe Board of
Directors:
100%
12/12

[Reason for nomination as candidate for Director]
Mr. Hidechika Saito had served as General Manager of Osaka Branch and International Transportation Business Division.
After his term of office as Managing Executive Officer responsible for General Affairs, Corporate Communications, Human
Resources, and Sustainability Promotion, he is currently serving as Representative Director and President and oversees
overall business operation as a chief executive of the Company. He possesses a wealth of experience and professional
knowledge for the Company’s business operation, therefore, the Company nominated him as Director.

10

No.

Name
Date of birth(Age)

Past experience, positions, and responsibilities
April 1987
April 2018
April 2020
June 2021
April 2022

Munenori Kimura
June 14, 1964
(60 years old)
Reappointment
3

June 2022
April 2023
November 2023

Joined the Company
Number of
General Manager, Yokohama Branchshares of theGeneral Manager, Planning & Business Coordination Division
Company(currently Corporate Planning Division)
held:
Executive Officer and General Manager, Corporate Planning
11,039DivisionManaging Executive Officer and General Manager, International Term of officeTransportation Business Division
as Director:
Director and Managing Executive Officer; and General
2 years
Manager, International Transportation Business Division(at theDirector and Managing Executive Officer
conclusion of
Director and Managing Executive Officer; and General
this General
Manager, Corporate Planning Division (current position)
Meeting of
Shareholders)<Responsibilities>
Responsible for Planning, International Transportation Business and Overseas
Attendance atBusinessmeetings ofGeneral Manager of Corporate Planning Division
the Board of
Directors:
100%
12/12

[Reason for nomination as candidate for Director]
Mr. Munenori Kimura had long served in the International Transportation Business division including overseas assignment
in addition to his term of office as General Manager of Yokohama Branch, General Manager of Corporate Planning Division,etc. He is currently Director, serving as Managing Executive Officer responsible for Planning, International Transportation
Business and Overseas Business. He possesses a wealth of experience and professional knowledge for the Company’sbusiness operation, therefore, the Company nominated him as Director.

11

No.

Name
Date of birth(Age)

Past experience, positions, and responsibilities
April 1983
April 2015
June 2019
April 2020
June 2021
April 2023

Akira Yamao
June 13, 1960
(64 years old)
4

Joined the Company
General Manager, Planning & Business Coordination Division
Director and General Manager, Planning & Business
Coordination Division
Director and General Manager, Osaka Branch
Director, Senior Executive Officer and General Manager, Osaka
BranchDirector and Managing Executive Officer (current position)<Responsibilities>
Responsible for Accounting & Financing and Information System

Reappointment

Number ofshares of theCompany
held:
12,826
Term of officeas Director:
5 years(at theconclusion ofthis General
Meeting of
Shareholders)
Attendance atmeetings ofthe Board of
Directors:
100%
12/12

[Reason for nomination as candidate for Director]
Mr. Akira Yamao had long served in the Real Estate Business division in addition to the management division such asplanning and his term of office as General Manager of Planning & Business Coordination Division and General Manager of
Osaka Branch. He is currently Director, serving as Managing Executive Officer responsible for Accounting & Financing andInformation System. He possesses a wealth of experience and professional knowledge for the Company’s business operation,
therefore, the Company nominated him as Director.

12

No.

Name
Date of birth(Age)

Past experience, positions, and responsibilities
April 1986
April 2018
June 2020
June 2021

5

Reappointment

Number ofshares of theCompany
held:
11,926

Term of officeas Director:
1 yearJune 2023(at theconclusion ofthis General
Meeting of<Responsibilities>
Shareholders)
Responsible for General Affairs, Corporate Communications, Human Resources, andApril 2023
Masanori Maekawa
April 13, 1962
(62 years old)

Joined the Company
General Manager, General Affairs Division, Corporate
Communications Chamber and Personnel Division
Director and General Manager, General Affairs Division andCorporate Communications Chamber
Senior Executive Officer and General Manager, General Affairs
Division and Corporate Communications Chamber
Managing Executive Officer and General Manager, General
Affairs Division and Corporate Communications Chamber
Representative Director, Managing Executive Officer andGeneral Manager, General Affairs Division and Corporate
Communications Chamber (current position)

Sustainability Promotion
General Manager of General Affairs Division and Corporate Communications Attendance atmeetings ofChamberthe Board of
Directors:
100%
9/9

[Reason for nomination as candidate for Director]
Mr. Masanori Maekawa had long served in the Warehousing & Distribution Business Division in addition to his term ofoffice as General Manager, General Affairs Division, Corporate Communications Chamber and Personnel Division. He iscurrently Representative Director, serving as Managing Executive Officer responsible for General Affairs, Corporate
Communications, Human Resources, and Sustainability Promotion. He possesses a wealth of experience and professional
knowledge for the Company’s business operation, therefore, the Company nominated him as Director.

13

No.

Name
Date of birth(Age)

Past experience, positions, and responsibilities
April 1977
April 2012
April 2013
December 2013
June 2015
April 2016

Tatsuo Wakabayashi
September 29,1952(71 years old)
Reappointment
OutsideIndependent

June 2016
April 2020
June 2019

Joined Mitsubishi Trust and Banking Corporation
President of Mitsubishi UFJ Trust and Banking Corporation
Deputy Chairman of Mitsubishi UFJ Financial Group, Inc.
President and Chairman of Mitsubishi UFJ Trust and Banking
Corporation
Director; Deputy Chairman of Mitsubishi UFJ Financial Group,
Inc.
Chairman of Mitsubishi UFJ Trust and Banking Corporation;
Director of Mitsubishi UFJ Financial Group, Inc.
Retired from Director of Mitsubishi UFJ Financial Group, Inc.
Senior Advisor of Mitsubishi UFJ Trust and Banking
Corporation (current position)
Outside Director of the Company (current position)[Significant concurrent positions]
Senior Advisor of Mitsubishi UFJ Trust and Banking Corporation
Outside Director of Mitsubishi Materials Corporation

6

Number ofshares of theCompanyheld:0Term of officeas Director:
5 years(at theconclusion ofthis General
Meeting of
Shareholders)
Attendance atmeetings ofthe Board of
Directors:
100%
12/12

[Reason for nomination as candidate for Outside Director and a summary of expected roles]
Mr. Tatsuo Wakabayashi has long been engaged in the corporate management of Mitsubishi UFJ Trust and Banking
Corporation and holds abundant knowledge and experience relating to banking and finance, etc. The Company nominatedhim in the belief that reflecting his broad insight and invaluable advice in the Company’s management is beneficial to theCompany’s growth and enhancement of corporate value and he is capable of supervising the Company’s management andDirectors effectively.
He currently serves as the chair of the Nomination and Compensation Committee of the Company. In addition to his
continuing contribution to ensuring and enhancing the objectivity and transparency of the procedures for determining thenomination and compensation of Directors as a member of the Committee, we expect his contribution to the Company’s
corporate governance through appropriate suggestions and recommendations from an objective standpoint independent ofexecutive management.
[Independence]
Mr. Tatsuo Wakabayashi is a Senior Advisor of Mitsubishi UFJ Trust and Banking Corporation, which is a business partnerand shareholder of the Company. The Group has transactions with Mitsubishi UFJ Trust and Banking Corporation, including
the entrustment, etc. of pension assets, as well as transactions such as logistics operation consignment, etc., and the amountof these transactions is less than 1% of the Company’s consolidated revenue. Mr. Tatsuo Wakabayashi is a candidate for
Outside Director. If his election as Director is approved, the Company plans to designate him as an Independent Director as
stipulated by Tokyo Stock Exchange, Inc. and register him with the said Exchange.

14

No.

Name
Date of birth(Age)

Past experience, positions, and responsibilities
April 1977
April 2016
June 2016
April 2019
June 2019
April 2022

Joined The Tokio Marine and Fire Insurance Co., Ltd.
President & Chief Executive Officer of Tokio Marine &Nichido Fire Insurance Co., Ltd.
Director of Tokio Marine Holdings, Inc.
Vice Chairman of the Board of Tokio Marine & Nichido Fire
Insurance Co., Ltd.
Retired from Director of Tokio Marine Holdings, Inc.
Senior Executive Advisor of Tokio Marine & Nichido Fire
Insurance Co., Ltd. (current position)
Outside Director of the Company (current position)

Toshifumi Kitazawa June 2019
November 18, 1953
(70 years old)
[Significant concurrent positions]
Senior Executive Advisor of Tokio Marine & Nichido Fire Insurance Co., Ltd.
Reappointment
Member of the Board of Directors (Outside Director) and Member of the Audit &OutsideSupervisory Committee of MUFG Bank, Ltd.
Independent
Outside Director of Sekisui House, Ltd.

7

Number ofshares of theCompanyheld:0Term of officeas Director:
5 years(at theconclusion ofthis General
Meeting of
Shareholders)
Attendance atmeetings ofthe Board of
Directors:
100%
12/12

[Reason for nomination as candidate for Outside Director and a summary of expected roles]
Mr. Toshifumi Kitazawa has long been engaged in the corporate management of Tokio Marine & Nichido Fire InsuranceCo., Ltd. and holds abundant knowledge and experience relating to risk management, finance, etc. The Company nominatedhim in the belief that reflecting his broad insight and invaluable advice in the Company’s management is beneficial to theCompany’s growth and enhancement of corporate value and he is capable of supervising the Company’s management andDirectors effectively.
He currently serves as a member of the Nomination and Compensation Committee of the Company. In addition to his
continuing contribution to ensuring and enhancing the objectivity and transparency of the procedures for determining thenomination and compensation of Directors as a member of the Committee, we expect his contribution to the Company’s
corporate governance through appropriate suggestions and recommendations from an objective standpoint independent ofexecutive management.
[Independence]
Mr. Toshifumi Kitazawa is a Senior Executive Advisor of Tokio Marine & Nichido Fire Insurance Co., Ltd., which is abusiness partner and shareholder of the Company. The Group has transactions with Tokio Marine & Nichido Fire InsuranceCo., Ltd., including insurance contracts, as well as transactions such as logistics operation consignment, etc., and the amountof these transactions is less than 1% of the Company’s consolidated revenue. Mr. Toshifumi Kitazawa is a candidate for
Outside Director. If his election as Director is approved, the Company plans to designate him as an Independent Director as
stipulated by Tokyo Stock Exchange, Inc. and register him with the said Exchange.

15

No.

Name
Date of birth(Age)

Past experience, positions, and responsibilities
April 1978
April 2015
June 2019
June 2020

Tadaaki Naito
September 30, 1955
(68 years old)
Reappointment
OutsideIndependent

April 2022
April 2023
June 2023
June 2020

Joined Nippon Yusen Kabushiki Kaisha
President, Representative Director, President Corporate Officerof Nippon Yusen Kabushiki Kaisha
Chairman, Director, Chairman Corporate Officer of Nippon
Yusen Kabushiki Kaisha
Chairman, Director, Chairman and Executive Officer of Nippon
Yusen Kabushiki Kaisha
Chairman, Director of Nippon Yusen Kabushiki Kaisha
Director of Nippon Yusen Kabushiki Kaisha
Senior Advisor of Nippon Yusen Kabushiki Kaisha (current
position)
Outside Director of the Company (current position)[Significant concurrent positions]
Senior Advisor of Nippon Yusen Kabushiki Kaisha

Number ofshares of theCompanyheld:0Term of officeas Director:
4 years(at theconclusion ofthis General
Meeting of
Shareholders)
Attendance atmeetings ofthe Board of
Directors:
92%
11/12

8

[Reason for nomination as candidate for Outside Director and a summary of expected roles]
Mr. Tadaaki Naito has long been engaged in the corporate management of Nippon Yusen Kabushiki Kaisha and holds
abundant knowledge and experience relating to logistics operations, etc. which is the Company’s mainstay business. The
Company nominated him in the belief that reflecting his broad insight and invaluable advice in the Company’s management
is beneficial to the Company’s growth and enhancement of corporate value and he is capable of supervising the Company’s
management and Directors effectively.
We expect his contribution to the Company’s corporate governance through appropriate suggestions and recommendations
from an objective standpoint independent of executive management.
[Independence]
Mr. Tadaaki Naito is a Senior Advisor of Nippon Yusen Kabushiki Kaisha, which is a business partner and shareholder of theCompany. The Group has transactions with Nippon Yusen Kabushiki Kaisha, such as logistics operation consignment, etc., andthe amount of these transactions is less than 1% of the Company’s consolidated revenue. Mr. Tadaaki Naito is a candidate
for Outside Director. If his election as Director is approved, the Company plans to designate him as an Independent Director
as stipulated by Tokyo Stock Exchange, Inc. and register him with the said Exchange.

16

No.

Name
Date of birth(Age)

Past experience, positions, and responsibilities
April 1977
June 2009
June 2012
June 2015
June 2020

Tetsuya Shoji
February 28, 1954
(70 years old)
Reappointment
OutsideIndependent

June 2021

Joined Nippon Telegraph and Telephone Public Corporation
Director of the General Affairs Department of Nippon
Telegraph and Telephone Corporation
Senior Executive Vice President of NTT Communications
Corporation
President and CEO of NTT Communications Corporation
Corporate Advisor of NTT Communications Corporation(current position)
Outside Director of the Company (current position)[Significant concurrent positions]
Corporate Advisor of NTT Communications Corporation
Outside Director of Sapporo Holdings Limited
Outside Director of Hitachi Zosen Corporation
Outside Director of Japan Tobacco Inc.
Outside Director of circlace Inc.

9

Number ofshares of theCompanyheld:0Term of officeas Director:
3 years(at theconclusion ofthis General
Meeting of
Shareholders)
Attendance atmeetings ofthe Board of
Directors:
92%
11/12

[Reason for nomination as candidate for Outside Director and a summary of expected roles]
Mr. Tetsuya Shoji has long been engaged in the corporate management of NTT Communications Corporation and holds
abundant knowledge and experience relating to business operation innovation, etc. utilizing new digital technologies which
the Company has been promoting. The Company nominated him in the belief that reflecting his broad insight and invaluableadvice in the Company’s management is beneficial to the Company’s growth and enhancement of corporate value and he iscapable of supervising the Company’s management and Directors effectively.
He currently serves as a member of the Nomination and Compensation Committee of the Company. In addition to his
continuing contribution to ensuring and enhancing the objectivity and transparency of the procedures for determining thenomination and compensation of Directors as a member of the Committee, we expect his contribution to the Company’s
corporate governance through appropriate suggestions and recommendations from an objective standpoint independent ofexecutive management.
[Independence]
Mr. Tetsuya Shoji is a Corporate Advisor of NTT Communications Corporation, which is a business partner of the Company.
The Group has transactions with NTT Communications Corporation, such as real estate leasing, etc., and the amount of thesetransactions is less than 1% of the Company’s consolidated revenue. Mr. Tetsuya Shoji is a candidate for Outside Director. If
his election as Director is approved, the Company plans to designate him as an Independent Director as stipulated by Tokyo
Stock Exchange, Inc. and register him with the said Exchange.

17

No.

Name
Date of birth(Age)

Past experience, positions, and responsibilities
April 1976
July 1996
July 1999
April 2000

Kazuko Kimura
May 1, 1951
(73 years old)
Reappointment
OutsideIndependent

April 2017
October 2017
March 2023
June 2021

10

Joined the Ministry of Health and Welfare
Drug Management and Policy Department of World HealthOrganization (on secondment)
Organization for Pharmaceutical Safety and Research (onsecondment)
Professor of Drug Management and Policy Department, Instituteof Medical, Pharmaceutical and Health Sciences, Kanazawa
University
Professor Emerita of National University Corporation Kanazawa
University (current position)
Specially Appointed Professor of Graduate School of Medical
Sciences of National University Corporation Kanazawa
University
Retired as Specially Appointed Professor of Graduate School of
Medical Sciences of National University Corporation Kanazawa
University
Outside Director of the Company (current position)

Number ofshares of theCompanyheld:0Term of officeas Director:
3 years(at theconclusion ofthis General
Meeting of
Shareholders)
Attendance atmeetings ofthe Board of
Directors:
100%
12/12

[Significant concurrent positions]
Professor Emerita of National University Corporation Kanazawa University
External Director of Takara Bio Inc.
Representative Director of Medicines Security Workshop[Reason for nomination as candidate for Outside Director and a summary of expected roles]
Ms. Kazuko Kimura, as a Ph.D. holder in pharmaceutical sciences, has served in prominent posts at external organizations
such as the World Health Organization after working for the Ministry of Health and Welfare and as professor at National
University Corporation Kanazawa University. In addition, she holds abundant knowledge and experience in the field of
medical and health care, etc., which are the Company’s core and focus areas. The Company nominated her in the belief thatreflecting her broad insight and invaluable advice from the viewpoint of diversity in the Company’s management is beneficial
to the Company’s growth and enhancement of corporate value and she is capable of supervising the Company’s management
and Directors effectively.
We expect her contribution to the Company’s corporate governance through appropriate suggestions and recommendations
from an objective standpoint independent of executive management.
Although she has not been involved in corporate management other than serving as an outside director in the past, theCompany believes that she can appropriately perform her duties as Outside Director for the reasons described above.
[Independence]
Ms. Kazuko Kimura is a Professor Emerita of National University Corporation Kanazawa University, to which the Company
makes donations. The Company has made a donation to National University Corporation Kanazawa University for thefoundation of donated courses, but the amount is immaterial and has not exceeded an average of 10 million yen per annum
for the past three fiscal years. Ms. Kazuko Kimura is a candidate for Outside Director. If her election as Director isapproved, the Company plans to designate her as an Independent Director as stipulated by Tokyo Stock Exchange, Inc. andregister her with the said Exchange.
(Notes)1. There are no special interests between each candidate and the Company.
2. The Company has concluded a directors and officers liability insurance contract provided for in Article 430-3, Paragraph 1 of
the Companies Act with an insurance company to insure Directors, Audit & Supervisory Board Members, and Executive
Officers, etc., of the Company. The Company plans to renew the contract at expiration. The outline of the said insurance contract
is as stated in the Electronic Provision Measures Matters section on page 36 of the Notice of the 221st Annual General Meetingof Shareholders. If the election of each candidate for Director is approved, they will be insured under the said insurance contract.
3. Violation of laws and regulations, etc. at a company where a candidate for Outside Director concurrently holds office
Tokio Marine & Nichido Fire Insurance Co., Ltd., where Mr. Toshifumi Kitazawa served as Director, engaged in acts that wereconsidered to be in violation of the Antimonopoly Act and acts that were inappropriate in view of the intention of the Act, andorganizational issues behind these acts were identified. In December 2023, the Company was subject to a Business
Improvement Order from the Financial Services Agency, based on the Insurance Business Act.
4. Mr. Masanori Maekawa’s attendance at meetings of the Board of Directors is stated as of his appointment as Director on June29, 2023.

18

[Reference] Initiatives to Reduce Cross-shareholdings
1. Policy concerning cross-shareholdings
We will accelerate the reduction of equity investments held for purposes other than pure investment(cross-shareholdings) after continuously verifying the rationality of such holdings, and utilize the funds
generated from these sales for strategic investments, business investments, and shareholder returns.
2. Status of cross-shareholdings
Of cross-shareholdings totaling 118.2 billion yen at the end of the previous fiscal year, we have solddown approximately 17.0 billion yen as of the end of the fiscal year under review (up by 5 billion yen fromthe previous fiscal year), an increase over the previous fiscal year, while the total value of crossshareholdings was 168.6 billion yen at the end of the fiscal year under review, partly due to a significant
rise in the market prices of the shares held (approximately 75.0 billion yen), and the ratio of crossshareholdings to net assets stood at 41.0%.
3. Plan for the reduction of cross-shareholdings
During the term of the Management Plan (2022-2024), we will reduce cross-shareholdings by at least
40.0 billion yen, in accordance with our plan, after engaging in dialogue with our investee companies, andsold-down approximately 29.0 billion yen by the end of the current fiscal year. For the fiscal year ending
March 31, 2025, as disclosed on April 30, 2024, we firstly plan to sell 4 stockholdings in the first half ofthe year, and expect to record a gain on sale of marketable securities and investments in securities ofapproximately 11.5 billion yen. Going forward, we plan to further accelerate the sale of cross-shareholdings
until we reduce the ratio of cross-shareholdings to net assets to below 20% by the end of the fiscal year
ending March 31, 2026, after which we will continue to reduce these shareholdings.
[Trend in sales of cross-shareholdings][Value of cross-shareholdings and ratio to net assets]

19

Proposal No. 4: Election of Three (3) Audit & Supervisory Board Members
The terms of office of Audit & Supervisory Board Members Yohnosuke Yamada, Takao Sato and Junya
Miura will expire at the conclusion of this year’s Annual General Meeting of Shareholders.
Accordingly, we nominate the following three (3) candidates for Audit & Supervisory Board Member.
Furthermore, the approval of the Audit & Supervisory Board has been obtained regarding the submissionof this Proposal.

No.

Name
Date of birth(Age)

Past experience and positions
March 1988
May 2003
July 2007
June 2009
July 2014
June 2016
July 2017
June 2020

Takao Sato
July 17, 1954
(69 years old)

Registered as Certified Public Accountant
Number ofRepresentative Partner of Asahi & Co. (currently KPMG AZSA
shares of the
LLC)
Company
Board Member of KPMG AZSA & Co. (currently KPMG AZSA
held:
LLC)
0
Retired from Board Member of KPMG AZSA & Co.
Auditor of KPMG AZSA LLC
Term of office
Retired from Auditor of KPMG AZSA LLC
as Audit &Representative of Takao Sato Accounting Office (current
Supervisory
position)
Board
Outside Audit & Supervisory Board Member of the Company
Member:(current position)[Significant concurrent positions]
Outside Director of IX Knowledge Inc.

Reappointment
OutsideIndependent

4 years(at theconclusion ofthis General
Meeting of
Shareholders)
Attendance atmeetings ofthe Board of
Directors:
100%
12/12

1

Attendance atmeetings of
the Audit &Supervisory
Board:
100%
18/18[Reason for nomination as candidate for Outside Audit & Supervisory Board Member]
The Company nominated Mr. Takao Sato as Audit & Supervisory Board Member so that the Company’s auditing may benefit
from his wealth of knowledge and broad insight based on his long experience as a Certified Public Accountant. Although he
has not been involved in corporate management other than serving as outside director or outside audit & supervisory board
member in the past, the Company believes that he can appropriately perform his duties as Outside Audit & Supervisory Board
Member for the reasons described above.
[Independence]
Mr. Takao Sato is a certified public accountant with a background at KPMG AZSA LLC, which is the Company’s Accounting
Auditor. The Group has transactions with KPMG AZSA LLC, including the outsourcing of audit certification services forthe fiscal year ended March 31, 2024, and the amount of those transactions is 155 million yen. Mr. Takao Sato is a candidate
for Outside Audit & Supervisory Board Member, and if his election as Audit & Supervisory Board Member is approved, theCompany plans to designate him as an Independent Auditor as stipulated by Tokyo Stock Exchange, Inc. and register him
with the said Exchange.

20

No.

Name
Date of birth(Age)

Past experience and positions
December 2007
April 2023

Yusaku Kurahashi
October 29, 1980
(43 years old)
2

Registered as an attorney-at-law (Daini Tokyo Bar Association)and joined Nakamura, Tsunoda & Matsumoto
Representative Partner of Kurahashi Law Office (current
position)[Significant concurrent positions]
Outside Audit & Supervisory Board Member of Kanematsu Corporation
Outside Director, Audit and Supervisory Committee Member of United Arrows Ltd.
Independent Audit and Supervisory Board Member of Nissha Co., Ltd.

Number ofshares of theCompanyheld:0

New candidate
OutsideIndependent[Reason for nomination as candidate for Outside Audit & Supervisory Board Member]
The Company nominated Mr. Yusaku Kurahashi as Audit & Supervisory Board Member so that the Company’s auditing may
benefit from his wealth of knowledge and broad insight based on his long experience as an attorney-at-law. Although he has
not been involved in corporate management other than serving as outside director or outside audit & supervisory board
member in the past, the Company believes that he can appropriately perform his duties as Outside Audit & Supervisory Board
Member for the reasons described above.
[Independence]
Mr. Yusaku Kurahashi is an attorney-at-law at Kurahashi Law Office (based in Tokyo). The Company requests legal advice
from him as necessary, but the amount of that compensation is immaterial and has been less than an average of 1 million yen
per annum for the past three fiscal years. Mr. Yusaku Kurahashi is a candidate for Outside Audit & Supervisory Board
Member, and if his election as Audit & Supervisory Board Member is approved, the Company plans to designate him as an
Independent Auditor as stipulated by Tokyo Stock Exchange, Inc. and register him with the said Exchange.
April 1987
Joined the Company
July 2015
Deputy General Manager, Osaka Branch
June 2019
General Manager, Audit & Supervisory Board Member’s
Chamber (current position)

3

Jiro Kodaka
September 11, 1963
(60 years old)

[Significant concurrent positions]
Full-time Corporate Auditor (Audit & Supervisory Board Member) of Ryoso
Transportation Co., Ltd. (scheduled to take office in June 2024)

Number ofshares of theCompanyheld:500

New candidate[Reason for nomination as candidate for Audit & Supervisory Board Member]
Mr. Jiro Kodaka has extensive experience in the management division, such as accounting & financing. He is currently
serving as General Manager of the Audit & Supervisory Board Member’s Chamber. He possesses a wealth of experience andprofessional knowledge for the Company’s business operation, therefore, the Company nominated him as Audit &Supervisory Board Member.
(Notes)1. There are no special interests between each candidate and the Company.
2. The Company has concluded a directors and officers liability insurance contract provided for in Article 430-3, Paragraph 1 of
the Companies Act with an insurance company to insure Directors, Audit & Supervisory Board Members, and Executive
Officers, etc., of the Company. The Company plans to renew the contract at expiration. The outline of the said insurance
contract is as stated in the Electronic Provision Measures Matters section on page 36 of the Notice of the 221st Annual General
Meeting of Shareholders. If the election of each candidate for Audit & Supervisory Board Member is approved, they will be
insured under the said insurance contract.

21

Business Report(April 1, 2023 - March 31, 2024)

22

23

Principal Business
Logistics Segment● Warehousing & Distribution Business: Business conducting storage and handling of incoming andoutgoing cargo, etc. at warehouses containing consigned items● Overland Transportation Business: Business conducting transport and usage transport, etc. by freightautomobiles
The Group’s Warehousing & Distribution Business and Overland Transportation Business provide avariety of logistics services, including storage and transportation, for a wide variety of raw materials andproducts, such as food/beverage, pharmaceutical and healthcare supplies, and machinery and electricalequipment, including automotive components. Furthermore, by promoting investments (logistics DX
investments) aimed at improving the efficiency of entire supply chains, such as Disaster-Resistant and
Eco-Friendly Warehouses, strengthening relationships with domestic and overseas partners, and building
the ML Chain pharmaceutical logistics data platform, we are working to solve a range of issues in domestic
logistics, such as the 2024 issue, and to help everyone realize affluent lives.
Overview of revenue
Revenue in the Warehousing & Distribution Business increased by 4.9% from the previous fiscal year,
mainly due to an increase in the volume of automotive-related freight and the handling of foodstuffs.
Revenue in the Overland Transportation Business decreased by 0.8% from the previous fiscal year due toa decrease in freight handling.
Revenue (Unit: Millions of yen)

● Port and Harbor Transportation Business: Business conducting coastal cargo handling and onboard cargohandling, etc. at ports
We provide meticulous, high-quality logistics services, including container terminal operations, for integrated
port and harbor transportation at all major Japanese ports, namely Tokyo, Yokohama, Nagoya, Osaka, Kobe
and Hakata. We also offer a wide range of other marine shipping-related services, such as importing/exportingof vessels, ship registration, and agency operations for special ships such as oil-drilling rigs.
Overview of revenue
Revenue in the Port and Harbor Transportation Business increased by 2.7% from the previous fiscal year, mainly
due to an increase in container freight handling volume.

24

Revenue (Unit: Millions of yen)

● International Transportation Business: Business conducting handling of international product transport, etc.
(including handling domestic marine cargo transport)
We propose optimum transportation routes door-to-door worldwide tailored to every customer’s request
by taking advantage of our global network and a variety of transportation means, such as vessels,
aircraft, railways and trucks. Meanwhile, the Group’s overseas operating bases provide comprehensive
logistics services, such as cargo transportation, customs clearance and the storage of goods as well as
logistics-related support services, such as consulting on legal systems, procedures and tariff costs
utilizing economic partnership agreements in the respective areas for customers who plan to launch into
foreign markets.
Overview of revenue
Revenue in the International Transportation Business decreased by 42.5% from the previous fiscal year
due to a reduction in ocean freight rates and a decrease in freight handling volume.
Revenue (Unit: Millions of yen)

● Real Estate Segment: Business conducting purchase, leasing and management of real estate
We are involved in the Real Estate Business in all six major cities of Japan—Tokyo, Yokohama, Nagoya,
Osaka, Kobe and Fukuoka. In addition to activities such as the optimum property redevelopment suited
to each property’s location and the leasing of approximately 50 real estate facilities (offices, retailfacilities and residences), totaling almost 1 million m2 of total floor space, we are involved in the salesof condominiums.
We are also active in developing Disaster-Resistant and Eco-Friendly Office Buildings, which meetbusiness continuity needs and reduce environmental burden.
Overview of revenue
Revenue in the Real Estate Segment increased by 1.1% from the previous fiscal year due to an increase in
the occupancy rate in the Real Estate Leasing Business.
Revenue (Unit: Millions of yen)25

I. Overview of the Company Group
1.
(1)

Business Progress and Results
Business Conditions
During the fiscal year under review, although the economy in Europe was weak, the global economy
on the whole improved due to signs of recovery in China and economic expansion in the United States.
The Japanese economy experienced a gradual recovery amid signs of an upturn in capital investment,
despite concerns regarding the continued impact of the recent rise in consumer prices on household
budgets, and a slowdown in the recovery of consumer spending.
In these economic situations, the business environment surrounding Mitsubishi Logistics Corporationand its subsidiaries and affiliates (collectively, the “Group”) saw the logistics industry experience a
continued increase in costs, partly due to declining freight volumes and labor shortages, despite ocean
freight rates starting to bottom out. In the real estate industry, the vacancy rate of office buildings in leaseremained high due to the slump in demand.
Under these circumstances, the Group worked on DX in accordance with the Management Plan
(2022-2024), and promoted marketing activities utilizing new approaches. In the Logistics Segment, wemade efforts expanding operations such as distribution operations especially for pharmaceuticals,
automotive, etc., and increasing the volume of international freight, etc. In the Real Estate Segment, we
focused our efforts on securing tenants, and maintaining and improving rent levels. Meanwhile, we
endeavored to secure business performance through measures such as the collection of appropriate feesin line with cost increases, as well as cost management and the further improvement of efficiency inbusiness operations.
However, revenue for the fiscal year under review amounted to 254,507 million yen, a decrease of46,086 million yen, or 15.3% from the previous fiscal year. In the Logistics Segment, revenue decreased
mainly in the International Transportation Business due to a decline in the unit prices of ocean freight rates
and a decrease in freight handled, despite an increase in revenue in the Real Estate Leasing Business in
the Real Estate Segment. In addition, cost of services overall decreased by 43,627 million yen, or 16.4%,
to 222,271 million yen, and selling, general and administrative expenses increased 1,627 million yen, or
13.9% from the previous fiscal year to 13,294 million yen due mainly to an increase in personnel expenses.
Operating income decreased by 4,086 million yen, or 17.7% year on year to 18,941 million yen,reflecting the decrease in income in the Logistics Segment, despite the increase in income in the Real
Estate Segment. Ordinary income decreased by 5,687 million yen, or 18.9% to 24,358 million yen,reflecting decreases in dividend income and equity in earnings of unconsolidated subsidiaries and affiliates.
Profit attributable to owners of parent increased by 561 million yen, or 2.1% from the previous fiscal year
to 27,787 million yen. This was due to an increase in extraordinary income from gain on sale of marketablesecurities and investments in securities associated with the reduction of cross-shareholdings, despite adecrease in gain on disposal of non-current assets.
Performance by business segment of the Group was as follows.
1) Logistics Segment
 Revenue in the Warehousing & Distribution Business increased by 4.9% from the previous fiscal
year, mainly due to increases in the volume of automotive-related freight and the handling offoodstuffs
 Revenue in the Overland Transportation Business decreased by 0.8% from the previous fiscal year
due to a decrease in freight handling volume
 Revenue in the Harbor Transportation Business increased by 2.7% from the previous fiscal year,
mainly due to an increase in container freight handling volume
 Revenue in the International Transportation Business decreased by 42.5% from the previous fiscal
year, mainly due to a reduction in ocean freight rates and a decrease in freight handling volume
As a result, overall revenue in the Logistics Segment was 217,473 million yen, down 46,426 million
yen, or 17.6% from the previous fiscal year. Also, operating expenses were down by 42,207 million yen,or 17.2%, from the previous fiscal year to 202,917 million yen due to a decrease in operational andtransportation consignment costs. As a result, operating income was 14,555 million yen, a decrease of
4,218 million yen, or 22.5% from the previous fiscal year.
2) Real Estate Segment
 Revenue in the Real Estate Leasing Business increased by 2.2% from the previous fiscal year due
to an increase in the occupancy rate Other revenue decreased by 3.7% from the previous fiscal year due to a decrease in the design andconstruction business26

As a result, overall revenue in the Real Estate Segment was 38,601million yen, up 402 million yen, or
1.1% from the previous fiscal year. Operating expenses were down by 363 million yen, or 1.3% from theprevious fiscal year to 27,712 million yen due to a decrease in design and construction costs in line witha decrease in orders for design and construction. As a result, operating income was 10,888 million yen, an
increase of 765 million yen, or 7.6% from the previous fiscal year, partly due to an upturn in profit ratio
in the condominium sales business.
Revenue by segment

Categories
Logistics Segment[Warehousing & Distribution Business][Overland Transportation Business][Harbor Transportation Business][International Transportation Business][Other]Real Estate Segment[Real Estate Leasing Business][Other]Elimination of inter-segment
transactions
Total(Millions of yen unless otherwise stated)
Year-on-year change
Fiscal year
Fiscal year
ended March ended March
Percentage
Amount31, 2023
31, 2024(%)
263,899
217,473(46,426)(17.6)[63,980][67,087][3,107][4.9][51,847][51,440][(406)][(0.8)][23,340][23,968]
[628]
[2.7]
[116,219][66,811][(49,408)][(42.5)][8,512][8,164][(347)][(4.1)]
38, 199
38,601402
1.1[30,531][31,216]
[684]
[2.2]
[7,667][7,385][(282)][(3.7)](1,504)(1,566)(62)－

300,594

254,507(46,086)(15.3)(Note) Elimination of inter-segment transactions refers to the elimination of inter-segment transactions included in therevenue of the Logistics Segment and Real Estate Segment.

27

(2)

Capital Investments
The Group made capital investments in the total amount of 53,795 million yen for construction offacilities for lease, etc. (including an increase in non-current assets due to Cavalier Logistics Group
becoming a consolidated subsidiary).
The main investments made during the fiscal year under review were as follows.
1) Facilities for lease under construction
Tokyo:
Shibaura Dia Building[Completed in April 2024]
Rental building for data center(9 stories, floor area of approx. 34,800 m2)
Kobe:
Suma Aqualife Park/Seaside Park Restructuring Project(the Company’s business ratio: 27.8%)[Scheduled for completion in May 2024]
Commercial facilities for lease (development area of approx. 101,900 m2)
Kobe:
Kobe Sannomiya Kumoi 5-chome District Category 1 Urban Redevelopment Project(the Company’s business ratio for reserved floor area: 24.5%)[Scheduled for completion in December 2027]
Offices and hotel for lease (3 stories below ground, 32 stories above ground, floorarea of approx. 99,000 m2)
2) Facilities for lease under major renovation
Yokohama: Yokohama Dia Building Kohoku Annex[Power receiving and transforming equipment renewal scheduled for completionin March 2025]
Data center-compatible building(1 story below ground, 5 stories above ground, floor area of approx. 28,100 m2)(3)

Financing
The Company has issued the following corporate bonds in order to allocate funds for loan repayments.
(1) 20th unsecured bonds of 10.0 billion yen (issued March 14, 2024)(2) 21st unsecured bonds of 10.0 billion yen (issued March 14, 2024)
The capital investments and operating capital of the Group were funded by cash on hand andborrowings from financial institutions.
Additionally, the Company redeemed the 15th unsecured bonds (total face value 5.0 billion yen; issued
March 12, 2014) on March 12, 2024.

(4)

Status of Acquisition or Disposal of Shares of Other Companies
On April 26, 2023, the Company made an acquisition of additional shares (6.8% of the total number
of issued shares) in In Do Trans Logistics Corporation, a logistics company in Vietnam, making it anequity-method affiliate of the Company. (Total shareholding ratio by the Company: 20.5%. In Do Trans
Logistics Corporation changed its name to ITL Corporation on March 22, 2024).
In addition, on October 2, 2023, the Company acquired the shares of four companies that make up the
Cavalier Logistics Group, which operates a pharmaceutical and healthcare logistics business based in the
United States and the United Kingdom, through Project Hermes Holding Company, a holding company
established in the United States, and made these five companies consolidated subsidiaries (total
shareholding ratio by the Company: 90.0%).

(5)

Future Outlook and Issues
In the future world economy, although the impact of global monetary tightening, the stagnation of thereal estate market in China, and geopolitical risks are concerning, an improvement is expected to continue.
In addition, the state of the Japanese economy is expected to continue a moderate recovery, partly owing
to the effects of various policies, as the employment and income environment improves.
In this economic climate, under the business environment surrounding the Group, costs are increasing
due to factors such as a lack of truck transportation capacity, a slump in ocean freight rates, and labor
shortages in the logistics industry. There is concern in the real estate industry over a decline in demand forrental office buildings.
The Group upholds a vision MLC2030 Vision to be accomplished in 2030, and by giving first priority
to “contributing to the improvement of customer’s value,” we aim to be a corporate group that continues
to be selected by customers both in Japan and overseas as a logistics company that consistently handles
28

the supply chain from procurement to distribution and sales as a partner of customers. We will continue toaim for sustainable growth by steadily implementing the basic strategies set forth in the Management Plan
(2022-2024) that is the second stage toward the achievement of the MLC2030 Vision.
Specifically, we will implement the following measures.
1) The Group will establish a customer-oriented support system in the priority categories including
medical/health care, food/beverage, and machinery/electrical machine industries, as well as in the
new materials industry, which was added in the Management Plan (2022-2024) as the market is
expected to expand toward 2030.
2) Overseas, the Group will move forward with system enhancements to support customer supply
chains in the medical/health care and food/beverage industries and strengthen its forwarding
business to capture the demand for high quality cold chains expected to grow in a number ofregions such as Southeast Asia (ASEAN).
3) The Group will further enhance the competitiveness of its Harbor Transportation Business byleveraging its cargo handling services, the efficiency of which is ranked among the highest
globally, while at the same time developing complexes and facilities and boosting its operational
capability in the Real Estate Business. By doing so, it will seek to secure stable profits.
4) The Group will review the operational processes of all businesses and facilitate efficient
operations by utilizing new technologies such as IoT, AI and robotics. Through these efforts, itaims to improve service quality and production efficiency.
5) The Group aims for growth by strengthening cost competitiveness through organizational
management across the Company and its Group companies and securing/developing humanresources, particularly in the priority areas.
In the Management Plan (2022-2024) that is the second stage toward the achievement of the MLC2030
Vision, the Group has established the five basic policies as follows. The Group, as a whole, will promote
the measures to ensure we achieve our targets of operating income of 20,000 million yen and ROE (returnon equity) of 7%.
1)
Improving profitability of the logistics business2)
Expanding the growth base of overseas business3)
Expanding the real estate business by improving development capacity
4)
Developing high value-added services by utilizing cutting-edge technologies
5)
Strengthening the Group management baseWe will work on enhancing shareholder returns and improving capital efficiency to further enhance
the corporate value, under a strong earnings foundation and an appropriate financial base.
Furthermore, in order to promote initiatives for the ESG (Environment, Social, Governance)
management and the SDGs proposed by the United Nations, we have set six key themes: (i) Safety andsecurity, Disaster response, (ii) Environmental measures, (iii) Cutting-edge technology, Innovation, (iv)
Partnership, (v) Human resource development, Employee satisfaction, and (vi) Compliance, Human rights,
Gender. By establishing measures, evaluation indicators, and target values for each theme, we will aim toachieve them, as well as the MLC2030 Vision, in the fiscal year ending March 31, 2031. To ensure that
we achieve the targets, we publish the main initiatives for each theme in the Management Plan (20222024) and promote quality initiatives, led by the Sustainability Committee, through progress management,
periodic inspection and replacement of measures, evaluation indicators and targets, and expanding
communication with internal and external parties via the Integrated Report and the Group’s official
websites, etc.
The Group engages in the business of logistics and real estate, which function as social infrastructure,and help to achieve a “sustainable” society, very much in the spirit of the SDGs. The Group will aim for its
sustainable growth by identifying growth opportunities for business as it strives to solve environmental andother social issues.

29

2.

The Group
The Company

Trends in Assets and Income
Trends in assets and income of the Group and the Company for the fiscal year under review and thelast three fiscal years are as follows.
(Millions of yen unless otherwise stated)
The 218th fiscal The 219th fiscal The 220th fiscal Fiscal year
year
year
year
under review
Item(April 1, 2020 - (April 1, 2021 - (April 1, 2022 - (April 1, 2023 March 31, 2021) March 31, 2022) March 31, 2023) March 31, 2024)
Revenue
213,729
257,230
300,594
254,507
Operating income
11,735
18,14423,027
18,941
Ordinary income
16,01323,151
30,04624,358
Profit attributable to owners
39,16017,892
27,22627,787of parent
Basic earnings per share462.28219.47342.00359.46(yen)
Total assets
535,761
562,187
573,689
679,143
Total net assets
326,829
347,759
354,432
411,703
Revenue
151,553
184,137
200,601
162,100
Operating income
9,376
12,046
14,832
12,263
Ordinary income
13,964
17,952
21,853
19,078Net income
38,573
17,646
22,10824,814
Basic earnings per share
455.16216.37277.60320.86(yen)
Total assets
483,917505,990504,309585,918
Total net assets
299,249
317,611317,847
366,406(Notes)
1. In the fiscal year under review, the Group and the Company’s revenue, operating income, and ordinary income
decreased as a result of unit prices of ocean and air freight rates, which had remained at high levels for a periodof time, returning to their pre-elevated levels, and the absence of factors that had contributed to significant
increases in sales and profits in the previous two fiscal years, etc.
2. The Group’s profit attributable to owners of parent and basic earnings per share, and the Company’s net income
and basic earnings per share decreased in the 219th fiscal year because we recorded extraordinary income
including gain on disposal of non-current assets and compensation income as a result of partial transfer of a site
for the Company’s Real Estate Business around Nagoya Station, among others, in the 218th fiscal year. The
increase in the fiscal year under review is due to a higher gain on sale of marketable securities and investments
in securities associated with the reduction of cross-shareholdings.
3. Basic earnings per share of the Group and of the Company are calculated based on the weighted-average number ofshares issued during the relevant period and are rounded off to the second decimal place.

30

3.

Material Subsidiaries
Company name

The Company’s
Capitalpercentage of equity(Millions of yen) participation (%)

Fuji Logistics Co., Ltd.

2,979

95.0

Ryoso Transportation Co.,
Ltd.

360

100

Dia Buil-Tech Co., Ltd.

100

100

Shinryo Koun Co., Ltd.

36

86.0

Mitsubishi Logistics China
Co., Ltd.

RMB250
million100

P.T. Mitsubishi Logistics
Indonesia

IDR631,665
million

99.9

Project Hermes Holding
Company

USD10

90.0

Mitsubishi Logistics
America Corporation
Mitsubishi Logistics Europe
B.V.

USD10,000
thousand
EUR2,500
thousand100
100

Principal business
Warehousing & Distribution
Business
Overland Transportation
Business
Real Estate Managing
Business
Port and Harbor Operation
Business
Investment in Logistics
Business in China andmanagement of affiliate
logistics companies
Warehousing & Distribution
Business
Investment in the CavalierLogistics Group andmanagement thereofInternational Transportation
Business
International Transportation
Business

The number of the consolidated subsidiaries subject to consolidated accounting is 54 (an increase of 6
companies from the previous fiscal year), including 9 material subsidiaries shown above, while the number
of affiliates subject to the equity method is 4 (an increase of 1 company from the previous fiscal year).
The majority of these companies are engaged in operations and transportation related to the Logistics
Business and management of buildings related to the Real Estate Business.
4.

Principal Business Locations(1) The Company
Headquarters: Chuo-ku, Tokyo
Branches: Tokyo, Yokohama, Nagoya, Osaka, Kobe and Fukuoka(2) Subsidiaries
1) Logistics Segment
Fuji Logistics Co., Ltd. (Minato-ku, Tokyo)
Ryoso Transportation Co., Ltd. (Koto-ku, Tokyo)
Shinryo Koun Co., Ltd. (Chuo-ku, Kobe)
Mitsubishi Logistics China Co., Ltd. (Shanghai, China)
P.T. Mitsubishi Logistics Indonesia (Jawa Barat, Indonesia)
Project Hermes Holding Company (Wilmington City, State of Delaware, U.S.A.)
Mitsubishi Logistics America Corporation (New York City, State of New York, U.S.A)
Mitsubishi Logistics Europe B.V. (Ridderkerk, South Holland, The Netherlands)
2) Real Estate Segment
Dia Buil-Tech Co., Ltd. (Chuo-ku, Tokyo)

31

5.

Employees(1) Employees of the Group
Categories
Logistics Segment
Real Estate Segment
Administrative segment,
Headquarters of the Company
Total

Number of employees(Changes from previous fiscal year-end)
4,560 (increased 207)
258 ( decreased 6)
104(increased 13)

4,922 (increased 214)

(Notes)1. The figures in the above table do not include 47 persons on leave and seconded outside of
the Group.
2. Separate from the above, there are 1,241 temporary employees and 1,376 seconded andcontracted employees from outside the Group.

(2) Employees of the Company
Number of employees (Changes
from previous fiscal year-end)
976 (increased 19)

Average age

Average years of service

40 years,
5 months

15 years, 10 months(Notes)1. The figures in the above table do not include 132 persons on leave and seconded outside of
the Company.
2. Separate from the above, there are 188 temporary employees and 606 seconded and contracted
employees from within and outside of the Group.
3. Average age and average years of service are rounded down to the nearest month.

6.

Material Lenders
Amount of borrowings(Millions of yen)
23,9278,000
5,930

Lender
MUFG Bank, Ltd.
Syndicated loans
The Norinchukin Bank

(Note) Syndicated loans are co-financed by a group of 15 institutions (including MUFG Bank,
Ltd., The Norinchukin Bank, and others) led by MUFG Bank, Ltd.

32

II. Status of Shares
1.
Matters concerning Shares(1) Authorized shares

220,000,000 shares(2) Number of shares issued, capital and number of shareholders
Previous fiscal
End of fiscal year
Item
year-end
under review
81,960,739
81,960,739
Number of shares issued (shares)
Capital (yen)22,393,986,570
22,393,986,570
Number of shareholders (persons)
7,764
7,429
(Notes) 1.
2.

Changes from theprevious fiscal year-end
00335 (decreased)

Number of shares issued includes 6,126,985 treasury shares.
The Company cancelled 2,376,500 treasury shares on April 12, 2024, bringing the total number of shares issued
to 79,584,239 shares.

(3) Major shareholders
Shareholder name

Number of shares

Shareholding ratio%

Thousand shares

The Master Trust Bank of Japan, Ltd. (trust account)
Custody Bank of Japan, Ltd. (trust account)
Meiji Yasuda Life Insurance Company
MITSUBISHI ESTATE CO., LTD.
STATE STREET BANK AND TRUST COMPANY 505001
Tokio Marine & Nichido Fire Insurance Co., Ltd.
MUFG Bank, Ltd.
TAKENAKA CORPORATIONTODA CORPORATION
Mitsubishi Logistics Employee Shareholding Association(Notes)1.
2.
3.

16,148
6,257
5,153
3,665
2,667
2,041
1,505
1,505
1,077
1,074

21.3
8.3
6.8
4.8
3.5
2.7
2.0
2.0
1.4
1.4

In addition to the above, the Company holds 6,126 thousand shares of treasury shares.
MUFG Bank, Ltd. has set 375 thousand shares of the Company as trust funds for retirement benefits for which
voting rights are reserved, in addition to the shares stated in the table above.
“Shareholding ratio” is calculated after excluding treasury shares (6,126,985 shares).

(4) Status of shares delivered to corporate executives as consideration for execution of their duties during the
fiscal year under review
Type and number of shares
Number of eligible officers
Directors (excluding Outside
Common stock of the Company
7 persons
Directors)
27,311 shares
Outside Directors
Audit & Supervisory Board
Members(Note) Details of the Company’s stock compensation program are stated in the “Policy for determining details ofcompensation for each Director” from page 36 to page 37.

33

2. Company Officers(1)

Directors and Audit & Supervisory Board Members
Position

Chairman
Representative Director andPresident
Director
Senior Managing Executive
Officer
Director
Managing Executive Officer

Areas of responsibility or significant
concurrent positions

Name
Masao Fujikura
Hidechika Saito
Hitoshi Wakabayashi
Shinji Kimura

Responsible for Warehousing &Distribution BusinessResponsible for Technical, Harbor
Transportation and Real Estate Businesses
Responsible for Planning, International
Transportation Business and Overseas
Business
General Manager, Corporate Planning
Division
Responsible for Accounting & Financing
and Information System
Responsible for General Affairs, Corporate
Communications, Human Resources andSustainability Promotion
General Manager, General Affairs Division
and Corporate Communications Chamber
Senior Advisor, Mitsubishi UFJ Trust andBanking Corporation

Director
Managing Executive Officer

Munenori Kimura

Director
Managing Executive Officer

Akira Yamao

Representative Director
Managing Executive Officer

Masanori Maekawa

Director

Tatsuo Wakabayashi

Director

Toshifumi Kitazawa

Senior Executive Advisor, Tokio Marine &Nichido Fire Insurance Co., Ltd.

Director

Tadaaki Naito

Senior Advisor, Nippon Yusen Kabushiki
KaishaDirector

Tetsuya Shoji

Corporate Advisor, NTT Communications
Corporation

Director

Kazuko Kimura

Professor Emerita, National University
Corporation Kanazawa University

Senior Audit & Supervisory
Board Member (Full-time)

Yasushi Saito

Audit & Supervisory Board
Member (Full-time)

Masanao Yamato

Audit & Supervisory Board
MemberYohnosuke Yamada

LawyerAudit & Supervisory Board
MemberTakao Sato

Certified Public Accountant

Audit & Supervisory Board
MemberJunya Miura

Corporate Auditor (Audit & Supervisory
Board Member), Fuji Logistics Co., Ltd.

34

(Notes)

1.

2.

3.
4.

5.

Of Directors, Mr. Tatsuo Wakabayashi, Mr. Toshifumi Kitazawa, Mr. Tadaaki Naito, Mr. Tetsuya
Shoji, and Ms. Kazuko Kimura are Outside Directors as stipulated by Article 2, item 15 of theCompanies Act. The Company designated them as Independent Directors as stipulated by Tokyo
Stock Exchange, Inc. and registered them with the said Exchange.
Of Audit & Supervisory Board Members, Mr. Masanao Yamato, Mr. Yohnosuke Yamada and Mr.
Takao Sato are Outside Audit & Supervisory Board Members as stipulated by Article 2, item 16 of
the Companies Act. The Company designated them as Independent Auditors as stipulated by Tokyo
Stock Exchange, Inc. and registered them with the said Exchange.
Audit & Supervisory Board Member Mr. Takao Sato is a Certified Public Accountant and has aconsiderable knowledge regarding finance and accounting.
The Directors and the Audit & Supervisory Board Members who retired during the fiscal year underreview were as follows:(Retired on June 29, 2023)
Director Yasushi Saito
Director Tatsushi Nakashima
Senior Audit & Supervisory Board Member (Full-time) Tohru Watanabe
Audit & Supervisory Board Member (Full-time) Mikine Hasegawa
Of Directors shown above, positions and responsibilities were changed as follows on April 1, 2024.
(Previous positions)(New positions and responsibilities)
Director
Senior Managing Executive
Hitoshi Wakabayashi
Director (-)
Officer
Director (-)
Director
Shinji KimuraManaging Executive Officer[Reference] Executive Officers (As of April 1, 2024)
Position
Name
Responsibilities* President
Hidechika Saito
Responsible for Planning, International
Transportation Business and Overseas* Managing
Business
Executive
Munenori Kimura
General Manager, Corporate Planning
Officer
Division* Managing
Responsible for Accounting & Financing andExecutive
Akira Yamao
Information System
Officer
Responsible for General Affairs, Corporate
Communications, Human Resources, and* Managing
Sustainability Promotion
Executive
Masanori Maekawa
General Manager, General Affairs Division,
Officer
Corporate Communications Chamber
Responsible for Technical and Real EstateManaging
Takashi Mukai
Businesses
Executive Officer
Responsible for Harbor Transportation
Managing
Misao Kawamura
Business
Executive Officer
Responsible for Warehousing & Distribution
Managing
Eiichi KatoBusiness
Executive Officer
Senior Executive
Akio Miura
General Manager, Nagoya Branch
Officer
General Manager, Information Systems
Executive Officer
Manabu Kusuyama
Division
Executive Officer
Naoyuki Inamo
General Manager, Tokyo Branch
Executive Officer
Chikara Kurimata
Chairman, Project Hermes Holding Company(Note) * Executive Officers who hold concurrent position as Director

35

(2)

Outline of the Directors and Officers Liability Insurance Contract
The Company has concluded a directors and officers liability insurance contract provided for in
Article 430-3, Paragraph 1 of the Companies Act with an insurance company to insure Directors, Audit& Supervisory Board Members and Executive Officers, etc. The contract covers damages andlitigation costs resulting from liability of the insured arising in the performance of their duties orclaims received in the pursuit of such liability. However, measures are taken so that the properness ofthe performance of duties by the insured is not impaired by excluding the damages arising from theinsured’s criminal acts, acts committed with the knowledge that they violate laws, insider trading, andunlawful benefit and defining deductibles not to cover damages under specific amount.
The Company fully covers the insurance premiums.
(3) Compensation to Directors and Audit & Supervisory Board Members for the Fiscal Yearunder Review
1) Policy for determining details of compensation for each Director
The Company resolved the policy at the meeting of the Board of Directors based on suggestions fromthe Nomination and Compensation Committee upon consulting with the Committee.
(i) Policy for determining the amount of basic compensation for each Director, details of performancebased compensation and nonmonetary compensation and calculation method of their amount or figures(including policy for determining timing and conditions of providing compensation)
Compensation for Directors shall consist of basic compensation, performance-based compensation,and stock compensation at amounts based on their duties and the compensation level of society ingeneral.
Basic compensation shall be paid according to the position of each Director as monthly fixedcompensation within the limit of compensation determined at a general meeting of shareholders.
Performance-based compensation shall be bonuses for Directors excluding Outside Directors.
Payment is to be made at a specific timing every year at an amount calculated based on the performanceindicators of the previous fiscal year within the compensation limit that is common with basic
compensation. Four performance indicators (changed at the meeting of the Board of Directors on
February 22, 2024) are used: operating income, which is considered an appropriate indicator of theresults of the company’s business activities; ROE (return on equity), which is considered appropriate
as a capital efficiency indicator; the reduction rate of CO2 emissions, which is used to evaluate
environmental initiatives under the Initiatives by the Mitsubishi Logistics Group for ESG Management
and the SDGs; and ratio of female managers, which is used to evaluate compliance, human rights, andgender. The amount of bonuses is calculated based on the performance indicators of the previous fiscal
year, using a predetermined calculation table. A certain degree of addition or subtraction can be madein this calculation, based on the evaluation of initiatives for issues set for each individual.
Stock compensation is intended to incentivize recipients to sustainably increase the Company’s
corporate value and promote the further sharing of value with shareholders. Payment is to be made ata specific timing every year at an amount deemed reasonable in light of the purpose within thecompensation limit that is common with basic compensation to Directors excluding Outside Directors
as compensation for granting restricted stock. The stock cannot be disposed of until the recipient retires
or resigns from the position of the Company’s Director or other positions decided by the Company’s
Board of Directors. If it is difficult or inappropriate to provide stock compensation for reasons such asa Director residing outside of Japan, different treatment may be applied.
(ii) Policy for determining the ratio of monetary compensation, performance-based compensation, andnonmonetary compensation for each Director
The payment amount per type of compensation for each Director shall be determined so that theratio per type of compensation for each Director will function as an appropriate incentive
commensurate with the duties expected for each position.
To link compensation with medium- to long-term business performance, the Company’s sharesshall be acquired through the officer stock ownership plan using contributions from monthly
compensation and bonuses at amounts not less than those set for each position. All the shares purchased
shall be held throughout the service period and until one year after retirement.
(iii) Determination of details of compensation for each Director
Based on the above policy, matters such as the compensation limit to be submitted to the general
meeting of shareholders, drafts of proposals regarding stock compensation, and allotment of each typeof compensation for each individual shall be discussed by the Nomination and Compensation
36

Committee. The Committee was established as an advisory body to the Board of Directors mainlycomprising independent Outside Directors to further enhance the objectivity and transparency of theprocedures for determining the nomination and compensation of Directors. Based on the suggestionsof the Committee, the Board of Directors shall discuss and resolve the matter at its meetings attended
by Outside Directors and Outside Audit & Supervisory Board Members.
Details of compensation for each Director for the fiscal year under review are deemed to conform to theabove policy because the Board of Directors determined them based on suggestions from the Nomination
and Compensation Committee which deliberated on the matter according to the above policy.
2) Policy for determining the amount of compensation for Audit & Supervisory Board Members and its
calculation method
Compensation for Audit & Supervisory Board Members is determined by discussion between Audit &Supervisory Board Members within the compensation limit resolved at a general meeting of shareholders.
3) Resolution of the general meeting of shareholders concerning compensation for Directors and Audit &Supervisory Board Members
The upper limit on total compensation for Directors is 600 million yen per year (of which, 100 million
yen per year for Outside Directors; resolved at the 216th Annual General Meeting of Shareholders held on
June 27, 2019; not including the portion of employees’ salary for Directors who concurrently serve as
employees), with 120 million yen per year for Audit & Supervisory Board Members (resolved at the 216th
Annual General Meeting of Shareholders held on June 27, 2019). There were 15 Directors (including 4
Outside Directors) and 5 Audit & Supervisory Board Members at the conclusion of the 216th Annual
General Meeting of Shareholders held on June 27, 2019.
Within the scope of compensation limit for Directors stated above, the Company provides monetarycompensation for granting restricted stock to Directors excluding Outside Directors (150 million yen per year
for up to 100 thousand shares of the Company’s common stock; resolved at the 217th Annual General
Meeting of Shareholders held on June 26, 2020). There were 11 Directors excluding Outside Directors at
the conclusion of the 217th Annual General Meeting of Shareholders held on June 26, 2020.
4) Total amount of compensation for Directors and Audit & Supervisory Board Members, etc.
Total amount per type of compensation
Total amount(Millions of yen)
Number ofofeligible
Bonuses
Restricted stock
Category
compensation
executives
Basic(performancecompensation(Millions of(Persons)
compensation
based(nonmonetaryyen)
compensation)compensation)
Directors
508
357
65
85
14
[of which, Outside
[52]
[52]
[－]
[－]
[5]
Directors]
Audit &
Supervisory Board
Members [of
75
75
－
－
7
which, Outside
[42]
[42]
[－]
[－]
[4]
Audit &
Supervisory Board
Members](Notes)1.

Bonuses are performance-based compensation paid to Directors, excluding Outside Directors, within
the compensation limit that is common with basic compensation. As presented in “(i) Policy for
determining the amount of basic compensation for each Director, details of performance-based
compensation and nonmonetary compensation and calculation method of their amount or figures(including policy for determining timing and conditions of providing compensation)” on page 36,
four performance indicators are used: operating income, ROE (return on equity), the reduction rateof CO2 emissions, and the ratio of female managers. The amount of bonuses is calculated based on
the performance indicators of the previous fiscal year (performance indicators are changed at themeeting of the Board of Directors on February 22, 2024). The amount of bonuses above represents
the total amount expensed in the fiscal year under review for the bonuses paid in June 2023 (58million yen) and the total amount expensed in the fiscal year under review for the bonuses to be paidin June 2024 (67 million yen).

37

The results of each performance indicator for calculating bonuses are shown below (a provisional
figure is presented for reduction rate of CO2 emissions, as more time is required for a precise
calculation).
Portion paid in June 2023
Portion to be paid in June 2024
The 220th fiscal year
The 221st fiscal year
Performance indicator(April 1, 2022–March 31, 2023) (April 1, 2023–March 31, 2024)
Operating income (consolidated)
23,027 million yen
18,941 million yen
ROE (consolidated)
7.8%
7.3%
Reduction rate of CO2 emissions(33.2)%(18.4)%
Ratio of female managers(Not applicable)
4.7%
2.

The amount of the restricted stock compensation above is the amount expensed as restricted stockcompensation for the fiscal year under review. Details of stock compensation and status of theirdelivery are as described in “1. Matters concerning Shares, (4) Status of shares delivered to corporate
executives as consideration for execution of their duties during the fiscal year under review.”(4) Matters concerning Outside Directors
1) Significant concurrent positions at other corporations, etc.
Name
Company name
Mitsubishi UFJ Trust and Banking
Corporation
Tatsuo Wakabayashi
Mitsubishi Materials Corporation
Tokio Marine & Nichido Fire
Insurance Co., Ltd.
Toshifumi Kitazawa
MUFG Bank, Ltd.
Sekisui House, Ltd.
Nippon Yusen Kabushiki Kaisha
NTT Communications
Corporation
Sapporo Holdings Limited
Hitachi Zosen Corporation
Japan Tobacco Inc.
circlace Inc.

Tadaaki Naito

Tetsuya Shoji

Kazuko Kimura(Notes)1.
2.
3.

National University Corporation
Kanazawa University

Takara Bio Inc.
Medicines Security Workshop

Title
Senior Advisor
Outside Director
Senior Executive Advisor
Member of the Board of Directors(Outside Director) and Member of the
Audit & Supervisory Committee
Outside Director
Senior Advisor
Corporate Advisor
Outside Director
Outside Director
Outside Director
Outside Director
Professor Emerita
External Director
Representative Director

The Company has transactions such as logistics operation consignment, etc. with Mitsubishi
Materials Corporation.
The Company has transactions such as loans and logistics operation consignment, etc. with MUFG
Bank, Ltd.
The Company has transactions such as logistics operation consignment, etc. with Sekisui House,

Ltd.
4.
5.

The Company has mutual transactions in logistics operation consignment, etc. with Japan Tobacco
Inc.
The Company has paid lecture fees to Medicines Security Workshop.

382) Main activities
Mr. Tatsuo Wakabayashi participated in all 12 meetings of the Board of Directors held during the
fiscal year under review. He has adequately fulfilled his responsibilities as Director by expressing his
opinions actively at the meetings of the Board of Directors from an independent and objective
standpoint and striving to supervise the Company’s management and Directors based on insight gained
through having long been engaged in the corporate management of Mitsubishi UFJ Trust and Banking
Corporation and his abundant knowledge and experience in banking and finance, etc.
As the chair of the Nomination and Compensation Committee, he participated in all 2 meetings of
the Committee held during the fiscal year under review and contributed to maintaining and enhancing
the objectivity and transparency of the procedures for determining the nomination and compensationof Directors.
Mr. Toshifumi Kitazawa participated in all 12 meetings of the Board of Directors held during the
fiscal year under review. He has adequately fulfilled his responsibilities as Director by expressing his
opinions actively at the meetings of the Board of Directors from an independent and objective
standpoint and striving to supervise the Company’s management and Directors based on insight gained
through having long been engaged in the corporate management of Tokio Marine & Nichido Fire
Insurance Co., Ltd. and his abundant knowledge and experience in risk management, finance, etc.
As a member of the Nomination and Compensation Committee, he participated in all 2 meetings of
the Committee held during the fiscal year under review and contributed to maintaining and enhancing
the objectivity and transparency of the procedures for determining the nomination and compensationof Directors.
Mr. Tadaaki Naito participated in 11 meetings out of 12 meetings of the Board of Directors held
during the fiscal year under review. He has adequately fulfilled his responsibilities as Director by
expressing his opinions actively at the meetings of the Board of Directors from an independent andobjective standpoint and striving to supervise the Company’s management and Directors based on
insight gained through having long been engaged in the corporate management of Nippon Yusen
Kabushiki Kaisha and his abundant knowledge and experience in logistics operations, etc.
Mr. Tetsuya Shoji participated in 11 meetings out of 12 meetings of the Board of Directors held
during the fiscal year under review. He has adequately fulfilled his responsibilities as Director by
expressing his opinions actively at the meetings of the Board of Directors from an independent andobjective standpoint and striving to supervise the Company’s management and Directors based on
insight gained through having long been engaged in the corporate management of NTT
Communications Corporation and his abundant knowledge and experience in business operation
innovation, etc., utilizing new digital technologies.
As a member of the Nomination and Compensation Committee, he participated in all 2 of themeetings of the Committee held during the fiscal year under review and contributed to maintaining andenhancing the objectivity and transparency of the procedures for determining the nomination andcompensation of Directors.
Ms. Kazuko Kimura participated in all 12 meetings of the Board of Directors held during the fiscal
year under review. She has adequately fulfilled her responsibilities as Director by expressing her
opinions actively at the meetings of the Board of Directors from an independent and objective
standpoint and striving to supervise the Company’s management and Directors based on insight gained
through having served in prominent posts at external organizations such as the World HealthOrganization after working for the Ministry of Health and Welfare and as professor at National
University Corporation Kanazawa University, as someone who holds a Ph.D. holder in pharmaceuticalsciences, and her abundant knowledge and experience in the field of medical and health care, etc.
(5) Matters concerning Outside Audit & Supervisory Board Members
1) Significant concurrent positions at other corporations, etc.
Name
Company nameTakao Sato
IX Knowledge Inc.

39

Title
Outside Director

2) Main activities
During the fiscal year under review, the Company held 18 meetings of the Audit & Supervisory
Board. Mr. Masanao Yamato participated in 13 meetings, Mr. Yohnosuke Yamada in 12 meetings, and
Mr. Takao Sato in 18 meetings. During the fiscal year under review, the Company held 12 meetings ofthe Board of Directors. Mr. Masanao Yamato participated in 9 meetings, Mr. Yohnosuke Yamada in 8
meetings, and Mr. Takao Sato in 12 meetings. Each of Outside Audit & Supervisory Board Members
stated invaluable opinions from an objective and professional standpoint backed by their accumulated
experiences at trading companies, as a lawyer and a certified public accountant, respectively.
(Note) As Mr. Masanao Yamato was elected as Audit & Supervisory Board Member at the 220 th Annual General Meetingof Shareholders held on June 29, 2023, the numbers indicated are his attendance at the subsequent 13 meetingsof the Audit & Supervisory Board and 9 meetings of the Board of Directors.

3.

Accounting Auditor(1)

Accounting Auditor’s Name
KPMG AZSA LLC(2)Compensation for Audit Service Set Forth in Article 2, Paragraph 1 of the Certified Public
Accountants Act
135 million yen(Notes)
1. Upon confirming the content of the audit plan, the conditions of the execution status of the accounting audit,
and the assumptions for calculating remuneration estimates, etc., of the Accounting Auditor, the Audit &Supervisory Board has given its approval under Article 399, Paragraph 1 of the Companies Act for the
remuneration, etc., of the Accounting Auditor.
2. Under the audit agreement between the Company and its Accounting Auditor, compensation for audits pursuant
to the Companies Act and audits pursuant to Financial Instruments and Exchange Law are not strictly separated,and otherwise cannot be separated. Consequently, the above amount reflects total compensation.

(3)

Details of Services Apart from Audit Service Set Forth in Article 2, Paragraph 1 of theCertified Public Accountants Act
The Company entrusts the Accounting Auditor with the compilation of a comfort letter when issuing
corporate bonds apart from the audit service set forth in Article 2, Paragraph 1 of the Certified Public
Accountants Act.

(4)

Cash and Other Profits Payable by the Company or Its Subsidiaries to Accounting Auditor
155 million yen(Note)
Of significant subsidiaries of the Company, Mitsubishi Logistics China Co., Ltd., P.T. Mitsubishi Logistics
Indonesia, and Mitsubishi Logistics Europe B.V. receive audits (limited to stipulations of the Companies Act andthe Financial Instruments and Exchange Act (including laws and regulations of other countries corresponding tothese laws)) from accounting auditors (including entities possessing qualifications in other countries corresponding
to these qualifications) separate from the Accounting Auditor of the Company.

(5)

Policy Regarding Determination of Termination or Nonreappointment of Accounting Auditor
Aside from termination of the Accounting Auditor by the Audit & Supervisory Board as defined in
Article 340 of the Companies Act, should the Accounting Auditor be deemed unable to execute its duties
properly and the replacement of the Accounting Auditor be deemed necessary, the Company shall submit
the proposal to terminate or not reappoint the Accounting Auditor to the General Meeting of Shareholders,
based on a resolution of the Audit & Supervisory Board.

Unless otherwise stated, the content of the above report adheres to the following.
1. Monetary amounts and share numbers are rounded down.
2. Ratios are rounded to the first decimal place.
3. If the number of shares or ratio is zero, it is presented as “-.”40Consolidated Balance Sheet(As of March 31, 2024)
Description

Amount(Assets)
Current assets

Description(Millions of yen)Amount(Liabilities)
119,404

Cash and deposits

59,015

Notes receivable

518

Current liabilities

93,828

Accounts receivable

40,708Notes and accounts payable
Short-term bank loans and current
maturities of long-term debt
Current portion of bonds payable

24,201Marketable securities

2,000

Income taxes payable

8,045

Real estate held for sale

9,890

Other

23,633

Other

7,297

Long-term liabilities

173,611

Allowance for doubtful accounts

ሺ26)

Bonds payable

48,00029,9488,000

Non-current assets

559,738

Long-term loans payable

24,135

Property and equipment

293,372

Deposits on long-term leases

24,273

Buildings and structures

129,257

Deferred income tax liabilities

61,020Machinery and equipment

5,136

Land
Right-of-use assets
Construction in progress
Other

130,5458,574
13,8705,989

Provision for directors’ retirement
benefits
Net defined benefit liability
Lease liabilities
Other
Total liabilities

48
7,663
7,279
1,190
267,439

Intangible assets

39,001(Net assets)

Leasehold right

7,722

Shareholders’ equity

292,360

Goodwill

6,162

Common stock

22,393Customer-related intangible assets
Other
Investments and other assets

20,334
4,782
227,364

Investments in securities

213,457

Long-term loans receivable

160

Retirement benefit asset

1,617

Deferred income tax assets

3,195

Other

8,992

Allowance for doubtful accounts(38)

Allowance for investment loss

(20)

Total assets

Capital surplus
Retained earnings
Treasury shares
Accumulated other comprehensive
incomeNet unrealized holding gains on
securities
Foreign currency translation
adjustments
Remeasurements of defined benefit
plans
Non-controlling interests

679,143

19,319272,839(22,192)
113,066
106,923
4,833
1,309
6,276

Total net assets

411,703

Total liabilities and net assets

679,143(Figures are rounded down to the nearest million yen.)41

Consolidated Statement of Income(April 1, 2023 - March 31, 2024)
Description(Millions of yen)AmountBreakdown

Revenue
Warehousing fee income
Stevedoring income
Land transportation income
Harbor stevedoring income
International transportation income
Rent of real estate for investment
Other
Cost of services
Operational and transportation consignment costs
Personnel expenses
Facility rental expenses
Depreciation and amortization
Other
Gross profit
Selling, general and administrative expenses
Operating income
Non-operating income
Interest income
Dividend income
Equity in earnings of unconsolidated subsidiaries andaffiliates
Other
Non-operating expenses
Interest expense
Bond issuance costs
Loss on investments in investment partnerships
Other
Ordinary income
Extraordinary income
Gain on disposal of non-current assets
Gain on sale of marketable securities andinvestments in securities
Indemnity income of exiting facilities for lease
Compensation income
Extraordinary losses
Loss on disposal of non-current assets
Loss on sale of marketable securities and investments
in securities
Loss on valuation of marketable securities andinvestments in securities
Profit before income taxes
Income taxes - current
Income taxes - deferred
ProfitProfit attributable to non-controlling interests
Profit attributable to owners of parent

32,692
21,23751,44018,627
66,69734,24929,562
104,737
43,471
11,077
15,39047,594

254,507222,271
32,236
13,294
18,941

325
4,477
970
531
591
119
97
79

6,305

888
24,358105
15,40671
107

15,691

800
10
67

879
39,17011,303(278)

11,02528,145357
27,787(Figures are rounded down to the nearest million yen.)42

Non-consolidated Balance Sheet(As of March 31, 2024)
Description(Millions of yen)AmountAmount(Assets)
Current assets
Cash and deposits

58,87522,556

Notes receivable

141

Accounts receivable
Marketable securities
Real estate held for sale
Prepaid expenses
Short-term loans receivable
Advances paid
Other
Allowance for doubtful accounts
Non-current assets
Property and equipment

21,585
2,000
9,890
595
224
1,480
403
(3)
527,043
253,973

Buildings

112,923

Structures
Machinery and equipment
Transportation equipment
Tools, furniture and fixtures
Land
Leased assets
Construction in progress
Intangible assets
Leasehold right
Software
Other
Investments and other assets

2,470
3,374
144
1,512
116,916
2,854
13,777
10,561
7,665
1,819
1,076
262,507

Investments in securities

170,337

Investments in capital ofsubsidiaries and affiliates

83,828Long-term loans receivable

3,747

Guarantee deposits

4,158

Other

494

Allowance for doubtful accounts(38)

Allowance for investment loss

(20)

Total assets

Description(Liabilities)
Current liabilities
Accounts payable
Short-term bank loans andcurrent maturities of longterm debt
Current portion of bonds payable
Accounts payable - other
Income taxes payable
Advances received
Deposits received
Other
Long-term liabilities
Bonds payable
Long-term loans payable
Deposits on long-term leases
Deferred income tax
liabilities
Retirement benefits
Other
Total liabilities(Net assets)
Shareholders’ equity
Common stock
Capital surplus
Legal capital surplus
Other capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
Reserve for private
insurance
Reserve for reduction entry
Reserve for special
depreciation
General reserve
Retained earnings brought
forwardTreasury shares
Valuation and translation
adjustments
Net unrealized holding gains
on securities
Total net assets
Total liabilities and net assets

585,918

73,673
12,23628,933
8,000
2,720
7,083
12,216
1,238
1,244
145,839
48,00021,04722,70053,210823
57
219,512261,210
22,393
19,397
19,383
14
241,575
3,121
238,454
8,728
36,147105
138,240
55,233(22,156)
105,195
105,195
366,406
585,918(Figures are rounded down to the nearest million yen.)43

Non-consolidated Statement of Income(April 1, 2023- March 31, 2024)
Description(Millions of yen)AmountBreakdown

Revenue
Warehousing fee income

22,300

Stevedoring income

11,070Land transportation income

25,163

Harbor stevedoring income

16,959International transportation income

33,376

Rent of real estate for investment

31,523

Other

21,706

162,100

Cost of services
Operational and transportation consignment costs

71,374

Personnel expenses

15,040

Facility rental expenses

7,424

Depreciation and amortization

11,819Other

37,784143,444
18,656Gross profit

6,392

Selling, general and administrative expenses

12,263Operating income
Non-operating income
7,401Interest and dividend income

268

Other

7,670

Non-operating expenses
Interest expense

441

Other

413

855
19,078

Ordinary income
Extraordinary income
Gain on sale of marketable securities andinvestments in securities
Reversal of allowance for investment loss

15,391
17

Indemnity income of exiting facilities for lease

71

Compensation income

107

15,588Extraordinary losses
563

Loss on disposal of non-current assets
Loss on valuation of marketable securities andinvestments in securities
Income before income taxes

67

631
34,035

Income taxes - current

9,112

Income taxes - deferred

108

9,220
24,814

Net income(Figures are rounded down to the nearest million yen.)

44

Independent Auditor’s Report
May 13, 2024
To the Board of Directors of Mitsubishi Logistics Corporation:
KPMG AZSA LLC
Tokyo Office, Japan
Yoshiaki Uesaka
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Taro Nakamura
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Masaya Ariyoshi
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
OpinionWe have audited the consolidated financial statements, which comprise the consolidated balance sheet,the consolidated statement of income, the consolidated statement of changes in net assets and the related
notes of Mitsubishi Logistics Corporation (“the Company”) and its consolidated subsidiaries (collectively
referred to as “the Group”), as at March 31, 2024 and for the year from April 1, 2023 to March 31, 2024
in accordance with Article 444-4 of the Companies Act.
In our opinion, the consolidated financial statements referred to above present fairly, in all material
respects, the consolidated financial position and the results of operations of the Group for the period, forwhich the consolidated financial statements were prepared, in accordance with accounting principles
generally accepted in Japan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Auditof the Consolidated Financial Statements section of our report. We are independent of the Group inaccordance with the ethical requirements that are relevant to our audit of the consolidated financial
statements in Japan, and we have fulfilled our other ethical responsibilities in accordance with theserequirements. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinion.
Other Information
The other information comprises the business report and its supplementary schedules. Management is
responsible for the preparation and presentation of the other information. Corporate auditors and theboard of corporate auditors are responsible for overseeing the directors’ performance of their duties withregard to the design, implementation and maintenance of the reporting process for the other information.
Our opinion on the consolidated financial statements does not cover the other information and we do not45express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read theother information and, in doing so, consider whether the other information is materially inconsistent withthe consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to bematerially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of Management and Corporate Auditors and the Board of Corporate Auditors for
the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial
statements in accordance with accounting principles generally accepted in Japan, and for such internal
control as management determines is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern inaccordance with accounting principles generally accepted in Japan.
Corporate auditors and the board of corporate auditors are responsible for overseeing the directors’
performance of their duties with regard to the design, implementation and maintenance of the Group’s
financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as awhole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s reportthat includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that anaudit conducted in accordance with auditing standards generally accepted in Japan will always detect amaterial misstatement when it exists. Misstatements can arise from fraud or error and are consideredmaterial if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated financial statements.
As part of our audit in accordance with auditing standards generally accepted in Japan, we exercise
professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, andobtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override ofinternal control.

Obtain an understanding of internal control relevant to the audit in order to design audit proceduresthat are appropriate in the circumstances, while the objective of the audit is not to express an opinion
on the effectiveness of the Group’s internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.

46

Conclude on the appropriateness of management’s use of the going concern basis of accounting andbased on the audit evidence obtained, whether a material uncertainty exists related to events orconditions that may cast significant doubt on the Group’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor’sreport to the related disclosures in the consolidated financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditor’s report. However, future events or conditions may cause the Group to cease
to continue as a going concern.



Evaluate whether the presentation and disclosures in the consolidated financial statements are inaccordance with accounting standards generally accepted in Japan, the overall presentation, structure
and content of the consolidated financial statements, including the disclosures, and whether the
consolidated financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.

Obtain sufficient appropriate audit evidence regarding the financial information of the entities orbusiness activities within the Group to express an opinion on the consolidated financial statements.
We are responsible for the direction, supervision and performance of the group audit. We remainsolely responsible for our audit opinion.

We communicate with corporate auditors and the board of corporate auditors regarding, among othermatters, the planned scope and timing of the audit, significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide corporate auditors and the board of corporate auditors with a statement that we havecomplied with relevant ethical requirements regarding independence, and communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and whereapplicable, actions taken to eliminate threats or safeguards applied.
Interest required to be disclosed by the Certified Public Accountants Act of Japan
Our firm and its designated engagement partners do not have any interest in the Company and its
subsidiaries which is required to be disclosed pursuant to the provisions of the Certified Public
Accountants Act of Japan.
Notes to the Reader of Independent Auditor’s Report:
The Independent Auditor’s Report herein is the English translation of the Independent Auditor’s Report
as required by the Companies Act for the conveniences of the reader.

47

Independent Auditor’s Report
May 13, 2024
To the Board of Directors of Mitsubishi Logistics Corporation:
KPMG AZSA LLC
Tokyo Office, Japan
Yoshiaki Uesaka
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Taro Nakamura
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Masaya Ariyoshi
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
OpinionWe have audited the financial statements, which comprise the balance sheet, the statement of income, thestatement of changes in net assets and the related notes, and the accompanying supplementary schedules(“the financial statements and the accompanying supplementary schedules”) of Mitsubishi Logistics
Corporation (“the Company”) as at March 31, 2024 and for the year from April 1, 2023 to March 31,
2024 in accordance with Article 436-2-1 of the Companies Act.
In our opinion, the financial statements and the accompanying supplementary schedules referred to above
present fairly, in all material respects, the financial position and the results of operations of the Company
for the period, for which the financial statements and the accompanying supplementary schedules wereprepared, in accordance with accounting principles generally accepted in Japan.

Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Auditof the Financial Statements and the Accompanying Supplementary Schedules section of our report. We
are independent of the Company in accordance with the ethical requirements that are relevant to our audit48

of the financial statements in Japan, and we have fulfilled our other ethical responsibilities in accordancewith these requirements. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion.

Other Information
The other information comprises the business report and its supplementary schedules . Management is
responsible for the preparation and presentation of the other information. Corporate auditors and theboard of corporate auditors are responsible for overseeing the directors’ performance of their duties withregard to the design, implementation and maintenance of the reporting process for the other information.
Our opinion on the financial statements and the accompanying supplementary schedules does not cover
the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements and the accompanying supplementary schedules,
our responsibility is to read the other information and, in doing so, consider whether the other information
is materially inconsistent with the financial statements and the accompanying supplementary schedules or
our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to report that fact.
We have nothing to report in this regard.

Responsibilities of Management and Corporate Auditors and the Board of Corporate Auditors for
the Financial Statements and the Accompanying Supplementary Schedules
Management is responsible for the preparation and fair presentation of the financial statements and theaccompanying supplementary schedules in accordance with accounting principles generally accepted inJapan, and for such internal control as management determines is necessary to enable the preparation offinancial statements and the accompanying supplementary schedules that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements and the accompanying supplementary schedules, management is
responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern in accordance with accounting principles generally accepted in Japan.

49Corporate auditors and the board of corporate auditors are responsible for overseeing the directors’
performance of their duties with regard to the design, implementation and maintenance of the Company’s
financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements and the Accompanying
Supplementary Schedules
Our objectives are to obtain reasonable assurance about whether the financial statements and theaccompanying supplementary schedules as a whole are free from material misstatement, whether due tofraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a highlevel of assurance, but is not a guarantee that an audit conducted in accordance with auditing standards
generally accepted in Japan will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements and the accompanying supplementary schedules.
As part of our audit in accordance with auditing standards generally accepted in Japan, we exercise
professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements and theaccompanying supplementary schedules, whether due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentionalomissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit proceduresthat are appropriate in the circumstances, while the objective of the audit is not to express an opinion
on the effectiveness of the Company’s internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis of accounting andbased on the audit evidence obtained, whether a material uncertainty exists related to events orconditions that may cast significant doubt on the Company’s ability to continue as a going concern.
If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’sreport to the related disclosures in the financial statements and the accompanying supplementary50

schedules or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our auditor’s report. However, future events orconditions may cause the Company to cease to continue as a going concern.


Evaluate whether the presentation and disclosures in the financial statements and the accompanying
supplementary schedules are in accordance with accounting standards generally accepted in Japan,
the overall presentation, structure and content of the financial statements and the accompanying
supplementary schedules, including the disclosures, and whether the financial statements and theaccompanying supplementary schedules represent the underlying transactions and events in a mannerthat achieves fair presentation.

We communicate with corporate auditors and the board of corporate auditors regarding, among othermatters, the planned scope and timing of the audit, significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide corporate auditors and the board of corporate auditors with a statement that we havecomplied with relevant ethical requirements regarding independence, and communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and whereapplicable, actions taken to eliminate threats or safeguards applied.

Interest required to be disclosed by the Certified Public Accountants Act of Japan
Our firm and its designated engagement partners do not have any interest in the Company which is
required to be disclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.

Notes to the Reader of Independent Auditor’s Report:
This is an English translation of the Independent Auditor’s Report as required by the Companies Act ofJapan for the conveniences of the reader.

51

Audit Report of the Audit & Supervisory Board

Audit Report(English Translation)
Regarding the performance of duties by the Directors for the 221st fiscal year from April 1, 2023 to March
31, 2024, the Audit & Supervisory Board hereby submits its audit report, which has been prepared upon carefulconsideration based on the audit report prepared by each Audit & Supervisory Board Member.
1. Summary of Auditing Methods by the Audit & Supervisory Board Members and Audit & Supervisory Board(1) The Audit & Supervisory Board established auditing policies, audit plans and other relevant matters,
and received reports from each Audit & Supervisory Board Member regarding his or her audits andresults thereof, as well as received reports from the Directors, other relevant personnel and the
Accounting Auditor regarding performance of their duties, and sought explanations as necessary.
(2) Each Audit & Supervisory Board Member complied with the auditing standards of the Audit &Supervisory Board Members established by the Audit & Supervisory Board, followed the auditing
policies, audit plans and other relevant matters, communicated with Directors, the Internal Audit
Department, other employees, and any other relevant personnel via the Internet, or other means, andmade efforts to prepare the environment for information collection and audit, as well as conducted theaudit through the methods described below.
1. We participated in meetings of the Board of Directors, the Executive Committee, and otherimportant meetings, received reports from the Directors, employees and other relevant personnel
regarding performance of their duties, sought explanations as necessary, examined important
authorized documents and associated information, and studied the operations and financial
positions at the headquarters and principal business offices. With respect to subsidiaries, wecommunicated and exchanged information with Directors and Audit & Supervisory Board
Members of subsidiaries as well as received reports from subsidiaries by visiting them asnecessary.
2. In addition, with respect to the system for ensuring that the performance of duties by the Directors
as stated in the Business Report conforms to the related laws and regulations and the Articles ofIncorporation, and the contents of the resolutions of the Board of Directors regarding preparationof other system to ensure the properness of operations of a group of enterprises consisting of astock company and its subsidiaries as stipulated in Article 100, Paragraphs 1 and 3, of theOrdinance for Enforcement of the Companies Act and such other system prepared based on such
resolutions (internal controls system), we received regular reports from Directors, employees andother relevant personnel regarding the development and the operation of the system, requested
explanations as needed. With respect to internal control over Financial Reporting, we received
reports from Directors and other relevant personnel as well as KPMG AZSA LLC regarding thestatus of evaluation and audit of the internal control, and requested explanations and expressed
our opinions as needed.
3. We examined the details of the basic policies pursuant to Article 118, Item 3 a. of the Ordinancefor Enforcement of the Companies Act set forth in the Business Report.
4. Furthermore, we monitored and verified whether the Accounting Auditor maintained its
independence and implemented appropriate audits, as well as received reports from the
Accounting Auditor regarding the performance of its duties and sought explanations as necessary.
In addition, we received notice from the Accounting Auditor that “the system for ensuring that
duties are performed properly” (matters set forth in each item of Article 131 of the Ordinance for
Corporate Accounting) had been prepared in accordance with the Product Quality Management
Standards Regarding Audits (issued by the Business Accounting Deliberation Council) and otherrelevant standards, and sought explanations as necessary.
Based on the above methods, we examined the Business Report and the supplementary schedules
thereof, the non-consolidated financial statements (non-consolidated balance sheet, non-consolidated
statement of income, non-consolidated statement of changes in net assets, and non-consolidated notes)
and the supplementary schedules thereof, as well as the consolidated financial statements (consolidatedbalance sheet, consolidated statement of income, consolidated statement of changes in net assets andconsolidated notes) related to the relevant fiscal year.
52

2. Results of Audit(1)

Results of Audit of Business Report and Other Relevant Documents

1. In our opinion, the Business Report and the supplementary schedules are in accordance with therelated laws and regulations, and the Articles of Incorporation, and fairly represent the Company’s
condition.
2. We have found no evidence of wrongful action or material violation of related laws and regulations,nor of any violation with respect to the Articles of Incorporation, related to performance of duties by
the Directors.
3. In our opinion, the contents of the resolutions of the Board of Directors related to the internal control
systems are fair and reasonable. In addition, we have found no matters on which to remark regarding
the description in the Business Report and the performance of duties by the Directors related to suchinternal control systems, as well as internal control over Financial Reporting.
4. We have found no matters to point out with respect to the basic policies regarding the Company’scontrol as described in the Business Report.
(2)

Results of Audit of Non-consolidated Financial Statements and Supplementary Schedules
In our opinion, the methods and results employed and rendered by Accounting Auditor KPMG AZSA
LLC are fair and reasonable.

(3)

Results of Audit of Consolidated Financial Statements
In our opinion, the methods and results employed and rendered by Accounting Auditor KPMG AZSA
LLC are fair and reasonable.

May 15, 2024
Audit & Supervisory Board, Mitsubishi Logistics Corporation
Senior Audit & Supervisory
Board Member(Audit & Supervisory Board
Member (Full-time))
Audit & Supervisory Board
Member(Outside Audit & Supervisory
Board Member (Full-time))
Audit & Supervisory Board
Member(Outside Audit & Supervisory
Board Member)
Audit & Supervisory Board
Member(Outside Audit & Supervisory
Board Member)
Audit & Supervisory Board
Member53

Yasushi Saito

Masanao Yamato

Yohnosuke Yamada

Takao Sato
Junya Miura

The 221st Annual General
Meeting of Shareholders
Other Electronic Provision Measures
Matters(Matters Omitted fromWritten Documents)

Company’s Systems and Policies
Consolidated Statement of Changes in Net Assets
Notes to Consolidated Financial Statements
Non-consolidated Statement of Changes in Net Assets
Notes to Non-consolidated Financial Statements(April 1, 2023 to March 31, 2024)

Mitsubishi Logistics Corporation

54

Company’s Systems and Policies
1.

System to ensure that Directors execute their duties in compliance with laws and regulations andthe Articles of Incorporation and other systems to ensure proper business execution
As rules and a charter to be strictly followed by executives and employees during the course of
executing duties, the Company has formulated a “Code of Conduct” as described below, and clearly states
its position to actively work toward thorough compliance with related laws, in addition to environmental
protection and social contribution, etc.
1) The Company will comply with laws and regulations and rules, and execute corporate activities
sincerely and fairly so as not to disrupt societal norms.
2) The Company will disclose corporate information at appropriate times and in an appropriate way, andaim for broad communication with society.
3) The Company will continue to not have any relationships with anti-social forces that have a negative
impact on the order and safety of civil society.
4) The Company will recognize the importance of environmental issues and cooperate withenvironmental protection activities.
5) While providing services that are safe, high quality, and socially effective, the Company will work
toward societal contribution activities as a “good corporate citizen,” placing harmony with regionalsocieties and international society at the forefront.

<Chart of corporate governance system> (As of March 31, 2024)

55

Under this Code of Conduct, the Company has formulated “Basic Policy Regarding Implementationof Internal Control Systems” as described below, in order to ensure the appropriate execution of duties byexecutives and employees and appropriateness of corporate operations.
(1) System to ensure that the Directors execute their duties in compliance with laws and regulations andthe Articles of Incorporation
Important decision-making shall be deliberated upon and resolved at a meeting of the Board of
Directors that is held once per month in principle in accordance with the Regulations on the Board of
Directors, which clarifies agenda standards. Regarding execution of duties, responsibilities for
Directors shall be defined, and each Director shall execute duties concerning their responsibilities, withaccountability pursuant to laws and regulations and the Articles of Incorporation.
Audit & Supervisory Board Members shall inspect important decision-making documents, attend
meetings of the Board of Directors, the Executive Committee, and General Managers’ meetings, etc.
to ascertain the status of important decision-making and the execution of duties, and shall provide
opinions.
(2) System to ensure that the employees execute their duties in compliance with laws and regulations
and the Articles of Incorporation
While ensuring thorough recognition of the Company’s “Code of Conduct” and internal
regulations, the Internal Audit Department shall audit compliance with laws and regulations and thestatus of the execution of duties based on the annual audit plan, report the results to the President,
and evaluate the status of improvement of the audit results.
In order to prevent or promptly discover and correct actions that may infringe upon laws andregulations and the Articles of Incorporation, an Internal Reporting Hotline (Helpline) shall beestablished.
Furthermore, through establishment of the Internal Control and Compliance Committee, theimplementation status of internal control functions and the compliance conditions shall be evaluated,aiming to enhance the internal controls and CSR compliance.
(3) System for storage and management of information related to the execution of duties of the Directors
Minutes for meetings of the Board of Directors and important documents, etc. regarding theexecution of duties by Directors shall be appropriately stored and managed in accordance with laws
and regulations and internal regulations.
(4) Regulations or any other systems for management of risk of loss
While aiming for thorough compliance with the Basic Risk Management Manual, etc., the Risk
Management Committee shall be established, working toward advance prevention of business risk
and risks related to finance and legal matters, alongside with strengthening measures against natural
disasters. Additionally, if risks arise, “Countermeasure Headquarters” shall be established, andcompanywide support and countermeasures shall be thoroughly implemented, aiming forminimization of losses and early restoration of normal operations.
(Note) The Risk Management Committee was reorganized as the Group Risk Management
Committee in May 2024 with the aim of strengthening risk management by verifying allround risks surrounding business during normal times, and preparing for emergencies.
(5) System to ensure that the execution of duties of the Directors is efficient
We have introduced an executive officer system for the purpose of further strengthening corporate
governance by strengthening management and supervisory functions as well as executive functions,and by improving management efficiency and accelerating decision making.
Directors and Executive Officers shall strictly maintain the efficiency and soundness ofmanagement while executing duties related to their responsibilities according to the management plan.
In addition, all Executive Directors and Executive Officers with a title of Managing Executive
Officer or higher shall deliberate regarding the execution of important duties based on adequate
documentation at the Executive Committee held about once per week (observed by Audit &Supervisory Board Members (Full-time)), while making resolutions or reporting on execution status
at meetings of the Board of Directors.
(6) System to ensure proper business execution within the Company group consisting of the Company
and its subsidiaries
・ Executives shall be dispatched from the Company to subsidiaries. In addition to implementationof Codes of Conduct suited for the businesses of subsidiaries, they oversee the duties of Directors
56

of subsidiaries to be executed efficiently in accordance with the management plan.
・ The execution of important duties at subsidiaries shall be deliberated in advance with the Company
in accordance with the Regulations on Affiliate and Subsidiary Administration, and Executive
Officers in charge, with a title of Managing Executive Officer or higher, shall receive reports fromthe subsidiaries periodically or as needed regarding the status of the execution of duties andfinancial conditions, etc. at subsidiaries.
・ A Group Management Meeting, comprised of the Company and significant subsidiaries, shall be held
about twice per year, ensuring the appropriateness of operations of the overall Group.
・ The Sustainability Committee shall be established to perform examination and progress
management of measures and target values of initiatives for ESG management and SDGs of theGroup to discuss matters regarding the promotion of other initiatives.
・ The Internal Audit Department shall audit compliance with laws and regulations and the status of
the execution of duties at subsidiaries and report the results to the President. Audit & Supervisory
Board Members, the Internal Audit Department of the Company and Audit & Supervisory Board
Members of the subsidiaries shall cooperate and express their opinions regarding the optimizationof operations of the overall Group as necessary.
・ To prevent or promptly discover and correct actions that may infringe upon laws and regulations
and the Articles of Incorporation, subsidiaries shall establish a common Internal Reporting Hotline(Helpline) jointly with the Company.
・ Regarding risk of losses at subsidiaries, in addition to management according to the Basic Risk
Management Manual, etc., subsidiaries shall establish risk management structures according totheir business types.
・ Appropriate structures for internal controls shall be implemented and operated in order to secure
the reliability of financial reporting.
(7) Employees to assist the duties of Audit & Supervisory Board Members
The Audit & Supervisory Board Member’s Chamber shall be established as a department to assist
the duties of Audit & Supervisory Board Members, and dedicated personnel shall be assigned.
(8) Independence of employees to assist the duties of Audit & Supervisory Board Members from
Directors and matters concerning effectiveness of instructions toward said employees
By the nature of their post, personnel dedicated to the Audit & Supervisory Board Member’s
Chamber shall work directly for Audit & Supervisory Board Members, and deliberation shall bemade with the Audit & Supervisory Board in advance regarding the selection of such personnel, etc.
(9) System for Directors and employees and executives and employees of subsidiaries (including parties
receiving reports from these persons) to report to Audit & Supervisory Board Members and othersystems for reporting to Audit & Supervisory Board Members
Directors and employees as well as executives and employees of subsidiaries (including parties
receiving reports from these persons) shall report periodically to Audit & Supervisory Board
Members regarding the status of the execution of duties and financial conditions, etc., and theInternal Audit Department shall report the results of internal audits to Audit & Supervisory Board
Members.
Additionally, Directors and employees as well as executives and employees of subsidiaries(including parties receiving reports from these persons) shall report as required to Audit &Supervisory Board Members regarding matters that will have a significant effect on management.
(10) System to ensure that persons reporting to Audit & Supervisory Board Members do not receive
unfavorable treatment with said report as rationale
Any unfavorable treatment shall not be incurred due to reporting to Audit & Supervisory Board
Members including internal reporting.
(11) Policies for processing expenses or liabilities incurred regarding the execution of duties by Audit &Supervisory Board Members
Expenses or liabilities incurred regarding the execution of duties by Audit & Supervisory Board
Members shall be processed appropriately in accordance with laws and regulations.
(12) Other systems to ensure the effectiveness of audits by Audit & Supervisory Board Members
Audit & Supervisory Board Members shall receive periodic reports from the Accounting Auditor
regarding the status of audits, and shall conduct effective audits through internal audits by theInternal Audit Department.
57

During audits, Directors and employees shall cooperate with Audit & Supervisory Board
Members to provide required information at the appropriate time.
2.

Summary of the operational status of the system in 1. above
Based on the above “Basic Policy Regarding Implementation of Internal Control Systems,” theCompany has established and operated the internal control systems for the Company and subsidiaries.
A summary of the operational status of internal control systems for the fiscal year under review is asfollows.
(1) Status of the execution of duties by Directors and employees
・ Meetings of the Board of Directors were held 12 times, and the Board of Directors deliberated
important matters and made resolutions, and Directors in charge provided reports on the status ofexecution of important duties.
・ Meetings of the Executive Committee, comprised of the Chairman and Executive Officers having
a title of Managing Executive Officer or higher chaired by the President, was held about once per
week (observed by Audit & Supervisory Board Members (Full-time)), and deliberated on importantmatters regarding management.
・ In light of deliberations at the Executive Committee, each Executive Officer with a title ofManaging Executive Officer or higher executed duties responsibly, including measures based on
the Management Plan (2022-2024), according to the division of duties.
・ The General Managers' Meetings, comprised of General Managers of Branches, Directors,
Executive Officers, Audit & Supervisory Board Members, Senior Assistant To Managing
Executive Officers, and the General Managers of the Headquarters Department, were held about
once per month for a total of 11 times, and the status of the execution of duties were reported andconfirmed.
・ Meetings of the Internal Control and Compliance Committee and Risk Management Committee
were each held once, and meetings of the Sustainability Committee four times. The status ofexecution of duties companywide was evaluated from the independent viewpoints of eachcommittee.
・ To ensure thorough dissemination of the Code of Conduct and internal regulations of the Company,
internal training has been conducted, and the status of compliance among executives andemployees has been confirmed through surveys, etc.
・ Minutes for meetings of the Board of Directors and important documents, etc. regarding theexecution of duties by Directors have been managed by each responsible department according to
the number of years required as defined by laws and regulations and internal regulations.
(2) Status of the Corporate Group, composed of the Company and subsidiaries
・ To manage risk of losses arising at the Group, the Company has prepared a Basic Risk Management
Manual, and worked to disseminate it.
・ Executives and employees of the Company are dispatched to subsidiaries and manage them byexecuting their duties and conducting audits and supervision at the subsidiaries.
・ A department to manage subsidiaries were established, and the department discusses the executionof important duties with subsidiaries, receives periodic reports from subsidiaries regarding
financial conditions, etc., and reports to Executive Officers in charge, with a title of Managing
Executive Officer or higher, and Audit & Supervisory Board Members. Additionally, the GroupManagement Meeting, comprised of the Company and significant subsidiaries, was held twice, andbusiness results and issues, etc. were reported and confirmed, including the progress status of
measures based on the Management Plan (2022-2024).
・ Concerning internal controls regarding financial reporting, effectiveness is evaluated based on the“Internal Control Evaluation Policy Book,” which defines the Group’s systems regarding operationand evaluation, and basic policies such as processes and methods.
(3) Status of Audit & Supervisory Board Members, internal audits, and internal reporting・ Aside from exchanging information with the Representative Director and President throughperiodic meetings, etc., Audit & Supervisory Board Members attended important meetings such as
meetings of the Board of Directors, the Executive Committee, and General Managers’ Meetings.
In addition to the examination of important documents, etc. regarding the execution of duties byDirectors such as decision-making documents, Audit & Supervisory Board Members haveinspected the Company’s audit and subsidiaries and conducted hearings with the Board of
Directors, etc. based on the annual audit plan. Additionally, meetings of the Audit & Supervisory58

Board were held 18 times, and information on the status of the Company and audit results, etc.
have been shared.
・ During the formulation and implementation, etc. of their respective annual audit plans, Audit &Supervisory Board Members, the Internal Audit Department, Accounting Auditor and Audit &Supervisory Board Members of subsidiaries have conducted periodic meetings and exchanged
information as needed, executing duties effectively and efficiently.
・ To support the execution of duties of Audit & Supervisory Board Members, an Audit & Supervisory
Board Member’s Chamber (one dedicated employee) was established at the headquarters. The
dedicated staff member executed duties under the direction of Audit & Supervisory Board
Members, and matters concerning related personnel, etc. were deliberated with the Audit &Supervisory Board in advance.
・ Expenses or liabilities that arose during the course of the execution of duties of Audit &Supervisory Board Members were appropriately processed in accordance with laws and regulations
upon request from Audit & Supervisory Board Members.
・ Aside from establishing an Internal Audit Division (eight dedicated employees) at the headquarters
as the Internal Audit Department, audit support employees (two persons) were assigned, andauditors (one each) and audit support employees (two each) were assigned at each branch. Audits
were conducted at the Company and Group companies based on the annual audit plan. Audit results
were reported to the President and Audit & Supervisory Board Members, and the status of
improvement is evaluated on a quarterly basis.
・ Including the Audit & Supervisory Board Member’s Chamber, multiple common Internal
Reporting Hotlines were established in the Group, and internal regulations stipulated theprohibition of unfavorable treatment to the person who made an internal report.
3.

Basic policy regarding the Company’s control
The Group’s primary businesses are the Logistics Business with Warehousing & Distribution Businessat its core, and the Real Estate Business, which focuses on the leasing of buildings.
Regarding the Logistics Business, the Group aims to organically and comprehensively operate eachof the Overland Transportation, International Transportation and Harbor Transportation businesses
centered on the Warehousing & Distribution Business by using DX and other new technologies. In theReal Estate Business, the Group aims to expand the leasing business primarily in office buildings andcommercial facilities by effectively using the Group’s proprietary lands.
Through fair operations of these businesses, which are both responsible for providing social
infrastructure and supporting the country’s economic activities, the Group will ensure appropriate profitsand stable growth, provide returns to shareholders and employees, resolve social issues and protect society
and customers’ businesses by providing disaster-resistant, safe and secure infrastructure services andreducing environmental burden in business operations, and thus make a contribution to realizing aprosperous and sustainable society.
Due to the nature of both businesses, which requires us to secure land, building and facilities, etc.
suited to the business, as well as formulate and implement business plans to utilize these assets, we will
engage in securing and developing human resources, our human capital, and invest management resources
including funds in a continuous and planned manner from a long-term standpoint with the aim ofsustainably expanding and developing these businesses.
Although the Company does not unconditionally deny all intension of large-scale acquisition of theCompany’s shares, the Company believes that purchases in conflict with the above that damage corporate
value or common interests of shareholders are inappropriate.
Currently, the Company has not recognized any parties that are attempting large-scale acquisitions of
the Company’s share. However, the Company constantly monitors the trading status of the Company’s
shares, and in the event that a party attempting a large-scale acquisition of the Company’s shares inconflict with these views appears, and if the purchase will not contribute to the Company’s corporate
value and common interests of shareholders, appropriate countermeasures will be considered, and theCompany will prepare a system for the swift implementation of the countermeasures.

59

Consolidated Statement of Changes in Net Assets(April 1, 2023 - March 31, 2024)(Millions of yen)
Shareholders’ equity

Balance as of April 1, 2023

Common stock

Capital surplus

22,39319,059Total
shareholders’equityRetained earnings Treasury shares
252,759(12,289)

281,923

Changes of items during period
Cash dividends(7,707)(7,707)

Profit attributable to owners ofparent27,787

27,787Purchase of treasury shares
Disposal of treasury shares

10

Change in ownership interest ofparent due to transactions with
non-controlling interests
Changes other than to shareholders’equity, net(10,003)

100

110

249

Total changes of items during period
Balance as of March 31, 2024

(10,003)

249

-

259

20,080(9,903)

10,43622,393

19,319272,839(22,192)

292,360

Accumulated other comprehensive income
Net unrealized Foreign currency Remeasurements
translation
holding gains onof definedadjustments
securities
benefit plan

Balance as of April 1, 2023

64,749

4,235

ሺ111)

Total accumulated Non-controlling
otherinterests
comprehensive
income68,873

3,635

Total
net assets

354,432

Changes of items during period
Cash dividends

ሺ7,707)

Profit attributable to owners ofparent27,787Purchase of treasury sharesሺ10,003)

Disposal of treasury shares

110

Change in ownership interest ofparent due to transactions with
non-controlling interests
Changes other than to shareholders’equity, net

249
42,174597

1,421

44,193

2,641

46,834

Total changes of items during period

42,174597

1,421

44,193

2,641

57,271

Balance as of March 31, 2024

106,923

4,833

1,309

113,066

6,276

411,703(Figures are rounded down to the nearest million yen.)60

Notes to the Consolidated Financial Statements
Notes to the Basis for Preparation of Consolidated Financial Statements
1. Scope of consolidation(1) Consolidated subsidiaries
Number of consolidated subsidiaries
54
Names of principal subsidiaries
Fuji Logistics Co., Ltd., Ryoso Transportation Co., Ltd., Dia Buil-Tech Co., Ltd., Shinryo Koun Co., Ltd.,
Mitsubishi Logistics China Co., Ltd., P.T. Mitsubishi Logistics Indonesia, Mitsubishi Logistics America
Corporation, PROJECT HERMES HOLDING COMPANY and Mitsubishi Logistics Europe B.V.
In the consolidated fiscal year under review.
w, Project Hermes Holding Company, MLC Ventures, Ltd., and MLC Innovation First Limited Partnershipwere established and included in the scope of consolidation. Additionally, the four companies that are
Cavalier Logistics Management II, Inc., Cavalier International Air Freight, Inc., DC Dyna, Inc., andCavalier Logistics U.K. Limited (hereinafter, the "Cavalier Logistics Group") were included in the scopeof consolidation following the acquisition of their shares. Meanwhile, Osaka Dia Buil-Tech Co., Ltd.,
which was a consolidated subsidiary in the previous fiscal year, was removed from the scope of
consolidation from the current fiscal year because it has been dissolved via an absorption-type merger with
Kobe Dia Maintenance Co., Ltd. as the surviving company.
(2) Non-consolidated subsidiaries
Names of principal non-consolidated subsidiary
Dia Logistics (M) Sdn. Bhd.
Non-consolidated subsidiaries are respectively small in scale, and the totals of total assets, revenue, profit
attributable to owners of parent (proportional amount of equity), and retained earnings (proportionalamount of equity), etc., each do not have a significant effect on the consolidated financial statements, thus
these subsidiaries are excluded from the scope of consolidation.
2. Application of the equity method(1) Non-consolidated subsidiaries and affiliates accounted for by the equity method
There are no non-consolidated subsidiaries accounted for by the equity method.
Number of affiliates subject to the equity method
4Name of principal affiliate
MY Terminals Holdings, Limited, Kusatsu Soko Co., Ltd., ITL Corporation
Due to the additional acquisition of shares of ITL Corporation, it was included in the scope of nonconsolidated subsidiaries and affiliates accounted for by the equity method in the consolidated fiscal year
under review. In Do Trans Logistics Corporation was renamed ITL Corporation in the current fiscal year.
(2) Non-consolidated subsidiaries and affiliates not subject to the equity method
Name of principal non-consolidated subsidiary
Dia Logistics (M) Sdn. Bhd.
Name of principal affiliate
Nakatani Transportation Co., Ltd.
As non-consolidated subsidiaries and affiliates not subject to the equity method each of these companies has
only an immaterial effect on profit attributable to owners of parent and retained earnings, etc. and isinsignificant overall, these are excluded from application of the equity method.
3. Matters concerning the fiscal year, etc., of consolidated subsidiaries
All consolidated subsidiaries excluding 22 overseas subsidiaries, such as Mitsubishi Logistics America
Corporation, and MLC Innovation First Limited Partnership end their fiscal years on the same day as theCompany.
The last day of the fiscal year for 22 overseas subsidiaries, such as Mitsubishi Logistics America
Corporation, and MLC Innovation First Limited Partnership is December 31. The financial statements as ofDecember 31 are used in the consolidated financial statements, and if any material transactions incur during
the period from December 31 to March 31, necessary adjustments are made on the consolidated financial
statements.

61

4. Matters concerning accounting policies(1) Standards and methods for valuation of important assets
A. Securities
Available-for-sale securities
Securities other than stocks, etc., without market priceMarket value method(Valuation difference is transferred directly to net assets. The cost of sales is calculated using
the moving average method.)
Stocks, etc., without market priceStated at cost using the moving-average method.
Investments in investment business limited partnerships and associations of a similar nature(investments deemed to be securities in accordance with Article 2, Paragraph 2 of the Financial
Instruments and Exchange Act)The net amount equivalent to equity based on the latest financial statements available inaccordance with the financial reporting date stipulated in the partnership agreement is recorded.
B. Derivatives
Stated using the market value method.
C. Inventories (real estate held for sale)
Mainly stated at cost using the specific identification method.
(calculated by writing them down based on decline in profitability.)(2) Depreciation and amortization method for important depreciable or amortizable assets
A. Property and equipment (excluding leased assets)
The declining-balance method is applied.
Warehouse facilities (actual buildings), commercial facilities for lease (actual buildings) and facilities
and structures attached to buildings acquired on or after April 1, 2016 are calculated using the straightline method.
Furthermore, useful lives are estimated according to stipulations of the Corporation Tax Act, and lives
for commercial facilities for lease (actual buildings) are determined with a standard of 20 years, taking
into account the lease agreement period, etc.
B. Intangible assets (excluding leased assets)
The straight-line method is applied.
Computer software for internal use is amortized over the estimated internal useful life (5 to 10 years)
using the straight-line method. In addition, customer-related intangible assets are amortized over theeffective period (22 years) using the straight-line method.
C. Leased assets(Leased assets relating to finance lease transactions without the transfer of ownership)
Leased assets are depreciated using the straight-line method with no residual value over the lease termof the leased assets.
(3) Accounting treatment of significant deferred assets
Bond issuance costs are expensed in full when incurred.
(4) Important standards of accounting for reserves
A. Allowance for doubtful accounts
To provide for losses resulting from unrecoverable claims such as accounts and loans receivable,
allowance for doubtful accounts is recorded based on the historical write-off rate for ordinary
receivables, and based on expected uncollectable accounts individually for receivables.
62

B.

Allowance for investment loss
To provide for losses resulting from a decline in the substantial price of stock and investment withoutmarket price, allowance is recorded taking into account the possibility of recovery if total net assetsof the issuing company fall below the book value.

C.

Provision for directors’ retirement benefits
To provide for payments of retirement benefits for directors at certain consolidated subsidiaries,
amounts to be paid at the end of the consolidated fiscal year under review are recorded, based on
entity's rules.

(5) Accounting treatment of retirement benefits
A.

Method of attributing the estimated benefit obligation to periods
Upon calculating the retirement benefit obligation, the estimated benefit obligation is attributed to theperiod up until the consolidated fiscal year under review on a benefit formula basis.

B.

Amortization method of actuarial calculation differences and prior service costs
Actuarial calculation differences are amortized using the straight-line method over a certain period (5to 11 years) within the average remaining years of service of employees, beginning from the fiscal
year following the incurred year. Prior service costs are recognized using the straight-line method
over a certain period (11 years) within the average remaining years of service of employees, beginningfrom the incurred year.

(6) Standards of accounting for revenue and expenses
A.

Logistics business(i) Warehousing and distribution business
The main performance obligations are conducting storage and handling of incoming and outgoingcargo, etc., at warehouses containing consigned items. For storage, the Company deems that
performance obligations are satisfied and recognizes revenue when a certain period of storage orprovision of storage area for consigned items lapses. For the handling of incoming and outgoingcargo, the Company deems that performance obligations are satisfied and recognizes revenue when
the cargo handling operations are completed.
(ii) Overland transportation business
The main performance obligations are conducting transport and usage transport, etc., by freightautomobiles. The Company deems that performance obligations are satisfied and recognizes revenue
when freight shipped or accepted is transported.
(iii) Port and harbor operation business
The main performance obligations are conducting coastal cargo handling and onboard cargohandling, etc., at ports. The Company deems that performance obligations are satisfied andrecognizes revenue when the cargo handling operations are completed.
(iv) International transportation business
The main performance obligations are conducting handling of international product transport, etc.,
including handling marine cargo transport. For handling marine cargo, the Company deems that
performance obligations are satisfied and recognizes revenue when import and export procedures
such as customs clearance are completed. For the international cargo transport, the Company deems
that performance obligations are satisfied and recognizes revenue when cargo loaded on vessels or
aircraft are transported.
B.

Real estate business(i) Real estate leasing business
The business includes mainly real estate lease operations and real estate management operations.
The real estate management operations are related to lease transactions and its revenue is from othersources than revenues from contracts with customers. The main performance obligations of real63

estate management operations are providing services such as maintenance, cleaning, andadministration of the leased facilities, and the Company deems that performance obligations are
satisfied and recognizes revenue when the entire process of services is provided.
(ii) Other
The main performance obligations are handover, etc., of real estate for sale. The Company deems
that performance obligations are satisfied and recognizes revenue basically when real estate for saleis transferred to customers.
(7) Amortization method and amortization period of goodwill
Goodwill is amortized over 5 to 10 years on a straight-line basis. Any immaterial amounts are fullyrecognized as expenses as incurred.
Notes to accounting estimates
The Company made accounting estimates at reasonable amounts calculated based on the information available
at the time of preparing the consolidated financial statements.
Items of accounting estimates recorded in the consolidated financial statements for the current fiscal year thathave the risk of significantly impacting the consolidated financial statements for the following fiscal year are as
follows.
1. Decision on recognition of impairment loss of non-current assets(1) Amount recognized in the consolidated financial statements for the consolidated fiscal year under review
Impairment loss is not recognized for two significant asset group locations (total book value: 5,120 million
yen; hereinafter “the verified asset groups.”) which showed indications of impairment due to a fall in fairvalue of land and buildings, etc. and reduced profitability because the Company verified the necessity ofrecognizing impairment based on the total amount of undiscounted future cash flows that is expected toarise from the continuous use and eventual disposal of the asset groups, and determined that such
undiscounted future cash flows exceeds the book value of the non-current assets of the asset group.
(2) Other information relating to accounting estimates that will facilitate the understanding of the users of theconsolidated financial statements
In principle, the Group classifies assets mainly into groups based on profit centers (units for calculating
profit/loss such as office locations and facilities).
In the event that an asset group shows indications of impairment due to factors such as a fall in the fairvalue of land and buildings, etc. and reduced profitability, the Company determines whether to recognize
impairment loss by comparing the undiscounted future cash flows from the asset group and its book value.
As a result, if it is deemed necessary to recognize impairment loss because the undiscounted future cash
flows fell below book value, the book value is reduced to the recoverable amount (the higher of net selling
price or value in use) and the reduction amount of such book value is recorded as impairment loss.
While future cash flows that is expected to arise from continuous usage of the verified asset groups are
based on the management plan formulated on the basis of results of previous fiscal years, they mainly
assume the recording of stable revenue, future repair plans, and the expected future use of major assets,
which naturally involve uncertainties. Depending on future situations, estimates of future cash flows may
be significantly affected.
2. Valuation of goodwill and customer-related intangible assets (Cavalier Logistics Group)(1) Amount recognized in the consolidated financial statements for the consolidated fiscal year under review
The consolidated fiscal year under review(Millions of yen)
Goodwill
Customer-related intangible assets
Other non-current assets

6,162
20,334
6,481

64

(2) Other information relating to accounting estimates that will facilitate the understanding of the users of theconsolidated financial statements
Goodwill and customer-related intangible assets comprise goodwill of 6,162 million yen and customerrelated intangible assets of 20,334 million yen recorded by Project Hermes Holding Company, mainly
resulting from that company’s acquisition of all outstanding shares of the Cavalier Logistics Group.
Project Hermes Holding Company applies U.S. GAAP. When valuating non-current assets, including
goodwill and customer-related intangible assets, all non-current assets of Project Hermes Holding
Company, which includes the Cavalier Logistics Group, are treated as one asset group. If there areindications of impairment, it is necessary to estimate future cash flows, etc. in order to calculate therecoverable amount of the said asset group. Future cash flows, etc. are estimated based on Project Hermes
Holding Company’s future business plans, and since uncertainties cannot be ruled out, future
developments may have a significant impact on the consolidated financial statements for the following
fiscal year.
3. Valuation of subsidiaries and affiliates (ITL Corporation)(1) Amount recognized in the consolidated financial statements for the consolidated fiscal year under review
The consolidated fiscal year under review(Millions of yen)
Investments in securities (equitymethod valuation)

16,095The amount equivalent to goodwill included in investments in securities in subsidiaries and affiliates
accounted for by the equity method is as follows.
The consolidated fiscal year under review(Millions of yen)Amount equivalent to goodwill

9,408(2) Other information relating to accounting estimates that will facilitate the understanding of the users of theconsolidated financial statements
If it is determined that there are indications of impairment in the amount equivalent to goodwill includedin the investments in securities in subsidiaries and affiliates accounted for by the equity method, a decision
is made on whether to recognize impairment loss for the entire investment, including the amountequivalent to goodwill. If, as a result of that decision, it is determined that it is necessary to recognize
impairment loss, the book value is reduced to the recoverable amount, and the reduction in book value isrecognized as an equity-method investment loss. Although there are indications of impairment with respect
to the amount equivalent to goodwill included in ITL Corporation’s shares, impairment loss is notrecognized because the Company determined that the undiscounted future cash flow exceeds the bookvalue.
In order to calculate the recoverable amount when evaluating ITL Corporation shares, it is necessary toestimate future cash flows, etc. Future cash flows, etc. are estimated based on ITL Corporation's futurebusiness plans, and since uncertainties cannot be ruled out, future developments may have a significant
impact on the consolidated financial statements for the following fiscal year.
Notes to Changes in Presentation Method
Consolidated Balance Sheet“Right-of-use assets” (1,921 million yen in the previous fiscal year), which was included in “Other” under“Property and equipment” in the previous fiscal year, is presented independently from the current fiscal year due
to its increased materiality.
“Lease liabilities” (1,303 million yen in the previous fiscal year), which was included in “Other” under “Longterm liabilities” in the previous fiscal year, is presented independently from the current fiscal year due to its
increased materiality.
65Consolidated Statements of Income“Foreign exchange gains” (330 million yen in the previous fiscal year), which was presented independently inthe previous fiscal year, is included in “Other” from the current fiscal year due to its decreased materiality.
Notes to Consolidated Balance Sheet
1. Accumulated depreciation of property and equipment
2. Accumulated deferred tax reserves for non-current assets

349,795 million yen
6,587 million yen

3. Collateral assets
Assets pledged as collateralLand

744 million yen

Obligations related to the above
Short-term bank loans

135 million yen“Other” of current liabilities

32 million yen

Deposits on long-term leases

1,000 million yen

4. Guarantee liability
Liability guarantees for borrowings of other companies

66

463 million yen

Notes to Consolidated Statement of Changes in Net Assets
1. Type and number of shares issued
Total number of shares issued as of March 31, 2024: Common stock

81,960,739 shares

2. Dividends(1) Dividend amountResolution
General Meeting of
Shareholders on
June 29, 2023
Meeting of theBoard of Directors
on October 31,
2023

Type ofstock

Total dividends(million yen)

Dividend pershare (yen)Record date

Effective dateCommon
stock

3,830

49

March 31,2023

June 30, 2023

Common
stock

3,876

50

September 30,
2023

December 1,
2023(2) Dividends whose record date is during this fiscal year, but whose effective date is after the end of thisfiscal year
The following items are proposed at the General Meeting of Shareholders to be held on June 27, 2024.
(i)

Total dividends

5,308 million yen(ii)

Source of dividends

Retained earnings(iii) Dividend per share

70 yen(iv) Record date

March 31, 2024(v)

June 28, 2024

Effective date

67

Notes to Financial Instruments
1. Status of Financial Instruments
The Group raises necessary funds mainly by bank loans or issuance of bonds. Temporary cash surplus, if any,
are invested in highly secured deposits, public bonds and corporate bonds, etc.
Notes and accounts receivable are exposed to credit risk of customers. In order to reduce such credit risk, theGroup controls on due date and balance for each customer in accordance with internal customer credit
management rules.
Investments in securities are mainly stocks issued by companies with which the Group has business relations.
The Group ascertains the fair values of such stocks at regular intervals.
Short-term loans are used mainly for operating capital, while long-term loans payable are used mainly forcapital expenditure. Interest rate swap contracts may be used as a hedging instrument for long-term loans
payable with floating interest rates in order to avoid interest rate fluctuation risk. Derivatives are used basedon actual demand only.
2. Current Value, etc. of Financial Instruments
The amounts posted on the consolidated balance sheet, the fair values, and the differences thereof as of March
31, 2024 are as follows.
(Millions of yen)
Consolidated balance
Fair value
Difference
sheet amount(1) Investments in securities
169,085
169,085
Available for-sale securities (*2)
Total assets
169,085
169,085(1) Bonds payable (*3)
56,00054,166(1,833)(2) Long-term loans payable (*4)
24,97324,932(41)(3) Deposits on long-term leases
24,273
22,889(1,383)
Total liabilities
105,247
101,988(3,258)(*1) “Cash and deposits,” “Notes receivable,” “Accounts receivable,” Marketable securities,” “Notes and accounts payable,”and “Short-term bank loans” are omitted because they are cash and their fair values approximate their book values as thesettlement term of these items are short.
(*2) Stocks, etc., without market price are not included in the “(1) Investments in securities.” The consolidated balance sheet
amount of the said financial instruments is as follow.

The consolidated fiscal year under review(Millions of yen)
44,371Categories
Unlisted securities and others(*3) Including current portion of bonds payable.
(*4) Including current maturities of long-term debt.

3. Breakdown of Fair Values of the Financial Instruments by Appropriate Levels
The fair value of financial instruments is classified into the following three levels according to theobservability and materiality of inputs used to measure fair value.
Level 1 fair value:
Fair value measured using observable inputs, i.e., quoted prices in active markets
for assets or liabilities that are the subject of the measurement.
Level 2 fair value:
Fair value measured using observable inputs other than Level 1 inputs.
Level 3 fair value:
Fair value measured using unobservable inputs.
If multiple inputs are used that are significant to the fair value measurement, the fair value measurement iscategorized in its entirety in the level of the lowest level input that is significant to the entire measurement.

68(1) Financial instruments and securities measured at fair value in the consolidated balance sheet
The fiscal year ended on March 31, 2024
Fair Value (Millions of yen)
Categories
Level 1
Level 2
Level 3
Total
Investments in securities
Available for-sale securities
Stocks169,085
169,085
Total assets
169,085
169,085(2) Financial instruments and securities other than those measured at fair value in the consolidated balance
sheet
The fiscal year ended on March 31, 2024
Fair Value (Millions of yen)
Categories
Level 1
Level 2
Level 3
Total
Bonds payable
54,16654,166Long-term loans payable
24,932
24,932
Deposits on long-term leases−
22,88922,889Total liabilities
79,09922,889101,988(Note) A description of the valuation techniques and inputs used in the fair value measurements
Investments in securities
Listed shares are valued using quoted prices. As listed shares are traded in active markets, their fair value isclassified as Level 1.
Bonds payable
Although the fair value of bonds payable issued by the Company is measured using market price, their fairvalue is classified as Level 2 as they are not traded in active markets.
Long-term loans payable
The fair value of long-term loans payable is measured using the discounted cash flow method based on the sumof principal and interest, remaining maturities, and an interest rate reflecting credit risk, and is classified as
Level 2.
Deposits on long-term leases
The fair value of deposits on long-term leases is measured using the discounted cash flow method based on the
future cash flows, estimated remaining maturities, and an interest rate reflecting credit risk, and is classified as
Level 3.
Notes to Real Estates for Rent
The Company and some of its subsidiaries have some investments and rental property such as office buildings
for rent (including land) in Tokyo and other regions.
(Millions of yen)Amount on the consolidated balance sheet
Fair value
143,093
415,486(Note 1) The amount on the consolidated balance sheet is the amount obtained by deducting accumulated depreciation fromacquisition cost.
(Note 2) Fair value as of March 31, 2024 was the amount mainly based on appraisal by an external real estate appraiser.

69

Notes to Revenue Recognition
1. Disaggregation of revenue from contracts with customers(Millions of yen)Segment
Real Estate

Logistics
Revenue
Warehousing fee income
Stevedoring income
Land transportation income
Harbor stevedoring income
International transportation
incomeRent of real estate forinvestment
Other
Revenue from contracts withcustomers
Revenue from other sources
Operating revenue to nonaffiliated customers

Total

32,692
21,23751,44018,627-32,692
21,23751,44018,627

66,697-

66,697

218

7,571

7,790

22,490

7,062

29,553

213,405

14,634228,039

3,297

23,17026,467

216,70237,805

254,507(Note) Revenue from other sources represents income from rent of real estate, etc., included in “Accounting Standard for Lease
Transactions.”

2. Information in understanding the amount of revenue in the current fiscal year and the following fiscal year
(1) Balance of contract liabilities, etc.
(Millions of yen)
The consolidated fiscal year
under review
Receivables from contracts with customers
44,435(beginning balance)
Receivables from contracts with customers
41,227(ending balance)
Contract liabilities (beginning balance)
1,748
Contract liabilities (ending balance)
1,549(Note 1) Contract liabilities are mainly related to advances received from customers of condominium sales in the real estate business.
Contract liabilities are reversed upon recognition of revenue.
(Note 2) Contract liabilities are included in “Other” on the current liabilities in the consolidated balance sheet.

(2) Transaction price allocated to the remaining performance obligations
The Group has no significant contract whose terms are expected to be more than one year. In addition,
consideration promised in contracts with customers does not have any significant amounts not included in thetransaction price.
Notes to Per Share Information
1. Net assets per share
2. Basic earnings per share

5,348.71 yen
359.46 yen

70Notes to Significant Subsequent Events(Cancellation of treasury shares)
At the meeting of the Board of Directors held on July 31, 2023, the Company resolved to cancel treasury sharespursuant to the provisions of Article 178 of the Companies Act, and canceled the said treasury shares on April
12, 2024.
1. Reasons for cancellation
2. Types of shares cancelled
3. Total number of shares cancelled
4. Date of cancellation
5. Total number of issued shares following cancellation

To enhance shareholder returns and improve capitalefficiency
Common stock of the Company
2,376,500 shares
April 12, 2024
79,584,239 shares(Sale of investments in securities)
At the meeting of the Board of Directors held on April 30, 2024, the Company resolved to sell a portion of its
shares held.
1. Reasons for sale of investments in securities
In the Company’s corporate governance report, we plan to reduce the ratio of cross-shareholdings to net assets
to less than 20% by the end of the fiscal year ending March 31, 2026, and as part of this plan that we will
promote reductions and improve capital efficiency.
2. Details of the sale of investments in securities(1) Investments in securities to be sold(2) Period of sale(3) Gain on sale of marketable securities andinvestments in securities

4 listed investments in securities
From May 2024 to September 30, 2024
11.5 billion yen (estimate)
The gain on sale of marketable securities and investments
in securities is an estimated amount calculated from thecurrent price of the securities, etc., and is subject to change.

Other Notes(Business combinations, etc.)
Business combination through acquisition
1. Summary of the business combination(1) Names and businesses of the acquirees
Names of the acquirees: Cavalier Logistics Management II, Inc.
Cavalier International Air Freight, Inc.
DC Dyna, Inc.
Cavalier Logistics U.K. Limited.
Description of businesses: Administrative services, logistics operations(2) Main reasons for the business combination
The Cavalier Logistics Group is a highly successful logistics company with an advanced supply chain
in the United States and the United Kingdom, primarily focused on logistic solutions for commercial
enterprises of biopharma and healthcare as well as United States government agencies, and theCompany has built a good relationship as a partner in the U.S. operations over the years.
In addition, in accordance with the strategy of the Company’s long-term vision, MLC2030 Vision, theCompany is expanding its medical and healthcare logistics business in the United States and Europe.
By affiliating Cavalier Logistics Group, the Company can build its business infrastructure in the71United States and will be able to establish an integrated structure to operate in Japan, the United Statesand Europe.
With a large number of cutting-edge research and treatments being conducted in the United States, themarket is expected to continue to grow at a higher rate than the global pharmaceutical market. By
providing high-quality logistics services to customers in such markets, the Group aims to contributeto the resolution of various social issues, and expand the medical and healthcare logistics market.
(3) Business combination date
October 2, 2023 (deemed acquisition date: October 1, 2023)(4) Legal form of business combination
Acquisition of shares in exchange for cash consideration, and acquisition of shares in exchange forcontribution in kind(5) Name of company after combination
The company names will remain unchanged after the business combination(6) Percentage of voting rights to be acquired
The Company has acquired 100% of the voting rights through Project Hermes Holding Company(hereinafter, the “Holding Company”) of which it holds 90% of the voting rights(7) Basis for determining the acquiring company
For the Holding Company to acquire, in total, all the shares issued by the Cavalier Logistics Group byacquiring shares equivalent to 90% of the total number of shares issued in exchange for a cash
consideration, and by acquiring shares equivalent to the remaining 10% through contribution in kindin exchange for new shares equivalent to 10% of the Holding Company as consideration
2. Period of the business results of the acquirees in the consolidated financial statements
From October 1, 2023 to December 31, 2023
3. Acquisition cost of the acquirees and breakdown of consideration by type
Acquisition consideration

Cash

22,109 million yen

Acquisition consideration

Market price of shares acquired on the date of the business

2,542 million yen

combination through contribution in kind
Acquisition cost

24,652 million yen

These amounts are estimates as a portion of the acquisition consideration is yet to be determined.
4. Breakdown of major acquisition-related costs and amounts
Advisory expenses, etc. 1,374 million yen
5. Amount of goodwill recognized, reason for the recognition, and amortization method and period(1) Amount of goodwill arising
6,804 million yen
The amount of goodwill is an estimate as a portion of the acquisition consideration is yet to be determined
as of the end of the consolidated fiscal year under review.
(2) Reason for goodwill arising
Goodwill arose due to the future excess earnings power expected from future business development.
(3) Amortization method and period
Straight-line method over 10 years72

6. Amounts of assets acquired and liabilities assumed on the business combination date and their major
components
Current assets
4,311 million yen
Non-current assets
30,190 million yen
Total assets
34,501 million yen
Current liabilities
3,078 million yen
Long-term liabilities
13,576 million yen
Total liabilities
16,654 million yen
7. Amount allocated to intangible assets other than goodwill, breakdown by type, and amortization period
Type
AmountAmortization period
Customer-related intangible assets
21,692 million yen
22 years
8. Estimated impact on the consolidated statement of income for the consolidated fiscal year under review
and method of calculation thereof assuming that the business combination was completed on the first dayof the consolidated fiscal year under review
Not stated as it is difficult to reasonably calculate the estimated amount for the consolidated fiscal year
under review.

73Non-consolidated Statement of Changes in Net Assets(April 1, 2023 - March 31, 2024)(Millions of yen)
Shareholders’ equity
Capital surplus
Commonstock
Balance as of April 1, 2023
Changes of items during period
Cash dividends
Net income
Provision of reserve forprivate insurance
Reversal of reserve for
reduction entry
Reversal of reserve for
special depreciation
Provision of reserve for
special depreciation

Legalcapitalsurplus22,393

Other capitalsurplus19,383

3

Retained earnings
Other retained earnings
Reserve forReserve forprivatereduction
insurance
entry

Legal
retainedearnings

3,121

8,528

36,225200(77)

Purchase of treasury shares

10

Disposal of treasury shares
Changes other than toshareholders’ equity, net
Total changes of items during
the period
Balance as of March 31, 2024--

22,393

19,383

10

-

200

(77)

14
3,121
8,728
36,147(Figures are rounded down to the nearest million yen.)74

(Millions of yen)
Valuation andtranslation
adjustments

Shareholders’ equity
Retained earnings
Other retained earnings
Reserve for
Retained
Generalspecialearnings brought
reservedepreciation
forwardBalance as of April 1, 2023

110

138,240

38,243

Treasuryshares(12,253)

Total
shareholders' Net unrealized
holding gains
equityon securities

253,995

63,851Total
net assets

317,847

Changes of items during
period(7,707)
24,814(7,707)
24,814(7,707)
24,814

(200)

-

-

77

-

-

(22)

22

-

-

17

(17)

-

-

(10,003)(10,003)(10,003)

100

110

110

Cash dividends
Net income
Provision of reserve forprivate insurance
Reversal of reserve for
reduction entry
Reversal of reserve for
special depreciation
Provision of reserve for
special depreciation
Purchase of treasury
shares
Disposal of treasury
sharesChanges other than toshareholders’ equity,net
Total changes of items
during the period
Balance as of March 31,
2024-

41,344

41,344(5)-

16,990(9,903)7,214

41,34448,558105

138,240

55,233(22,156)

261,210

105,195

366,406(Figures are rounded down to the nearest million yen.)75

Notes to the Non-consolidated Financial Statements
Notes to Significant Accounting Policies
1. Standards and methods of valuation of securities(1) Stocks of subsidiaries and affiliates
Stated at cost using the moving-average method.
(2) Available-for-sale securities
Securities other than stocks, etc., without market priceMarket value method (Valuation difference is transferred directly to net assets. The cost of sales iscalculated using the moving average method.)
Stocks, etc., without market priceStated at cost using the moving-average method.
Investments in investment business limited partnerships and associations of a similar nature(investments deemed to be securities in accordance with Article 2, Paragraph 2 of the Financial
Instruments and Exchange Act)The net amount equivalent to equity based on the latest financial statements available in accordancewith the financial reporting date stipulated in the partnership agreement is recorded.
2. Standards and methods of valuation of derivatives
Stated using the market value method.
3. Standards and methods of valuation of inventories
Valuation for real estate held for sale is recorded using the cost accounting method (method to reduce bookvalues based on declines in profitability) on an individual basis.
4. Depreciation and amortization method for non-current assets(1) Property and equipment (excluding leased assets)
The declining-balance method is applied.
Warehouse facilities (actual buildings), commercial facilities for lease (actual buildings) and facilities
and structures attached to buildings acquired on or after April 1, 2016 are calculated using the straightline method.
Furthermore, useful lives are estimated according to stipulations of the Corporation Tax Act, andcommercial facilities for lease (actual buildings) are determined with a standard of 20 years, withadjustments made for factors such as the lease agreement period, etc.
(2) Intangible assets (excluding leased assets)
The straight-line method is applied.
Computer software for internal use is amortized over the estimated internal useful life (5 to 10 years)
using the straight-line method.
(3) Leased assets
Leased assets relating to finance lease transactions without the transfer of ownership.
Leased assets are depreciated using the straight-line method with no residual value over the lease termof the leased assets.
5. Accounting treatment of significant deferred assets
Bond issuance costs are expensed in full when incurred.
6. Standards of accounting for reserves
Allowance for doubtful accounts
To provide for losses resulting from unrecoverable claims such as accounts and loans receivable,
allowance for doubtful accounts is recorded based on the historical write-off rate for ordinary
receivables, and based on expected uncollectable amounts individually for receivables.
76

Allowance for investment loss
To provide for losses resulting from a decline in the substantial price of stock and investment withoutmarket price, allowance is recorded taking into account the possibility of recovery if total net assetsof the issuing company fall below the book value.
Provision for retirement benefits
Provision for retirement benefits is provided based on the estimated benefit obligation and pension
assets as of March 31, 2024.
1) Method of attributing the estimated benefit obligation to periods
Upon calculating the retirement benefit obligation, the estimated benefit obligation is attributed to theperiod up until the fiscal year under review on a benefit formula basis.
2) Amortization method of actuarial calculation differences
Actuarial calculation differences are amortized using the straight-line method over a certain period (5years) within the average remaining years of service of employees, beginning from the fiscal year
following the incurred year.
3) Accounting treatment of retirement benefits
The method of accounting treatment of unrecognized actuarial calculation differences on retirement
benefits differs from the method of accounting for these in the consolidated financial statements.
7. Standards of accounting for revenue and expenses(1) Logistics business(i) Warehousing and distribution business
The main performance obligations are conducting storage and handling of incoming and outgoingcargo, etc., at warehouses containing consigned items. For storage, the Company deems that
performance obligations are satisfied and recognizes revenue when a certain period of storage orprovision of storage area for consigned items lapses. For the handling of incoming and outgoingcargo, the Company deems that performance obligations are satisfied and recognizes revenue when
the cargo handling operations are completed.
(ii) Overland transportation business
The main performance obligations are conducting usage transport, etc., by freight automobiles. The
Company deems that performance obligations are satisfied and recognizes revenue when freightshipped or accepted is transported.
(iii) Port and harbor operation business
The main performance obligations are conducting coastal cargo handling and onboard cargohandling, etc., at ports. The Company deems that performance obligations are satisfied andrecognizes revenue when the cargo handling operations are completed.
(iv) International transportation business
The main performance obligations are conducting handling of international product transport, etc.,
including handling marine cargo transport. For handling marine cargo, the Company deems that
performance obligations are satisfied and recognizes revenue when import and export procedures
such as customs clearance are completed. For the international cargo transport, the Company deems
that performance obligations are satisfied and recognizes revenue when cargo loaded on vessels or
aircraft are transported.
(2) Real estate business(i) Real Estate Leasing Business
The business includes mainly real estate lease operations and real estate management operations.
The real estate management operations are related to lease transactions and its revenue is from othersources than revenues from contracts with customers. The main performance obligations of realestate management operations are providing services such as maintenance, cleaning, andadministration of the leased facilities, and the Company deems that performance obligations are
77

satisfied and recognizes revenue when the entire process of services is provided.
(ii) Other
The main performance obligations are handover, etc., of real estate for sale. The Company deems
that performance obligations are satisfied and recognizes revenue basically when real estate for saleis transferred to customers.
Notes to accounting estimates
The Company made accounting estimates at reasonable amounts calculated based on the information available
at the time of preparing the non-consolidated financial statements.
Items of accounting estimates recorded in the non-consolidated financial statements for the current fiscal yearthat have the risk of significantly impacting the non-consolidated financial statements for the following fiscal
year are as follows.
1. Decision on recognition of impairment loss of non-current assets(1) Amount recognized in the non-consolidated financial statements for the fiscal year under review
Impairment loss is not recognized for two significant asset group locations (total book value: 5,120
million yen) which showed indications of impairment due to a fall in fair value of land and buildings,
etc. and reduced profitability because the Company verified the necessity of recognizing impairment
based on the total amount of undiscounted future cash flows that is expected to arise from continuous
use and eventual disposal of the asset groups, and determined that such undiscounted future cash flows
exceeds the book value of the non-current assets of the asset group.
(2) Other information relating to accounting estimates that will facilitate the understanding of the users of
the non-consolidated financial statements
Please refer to “Notes to the Consolidated Financial Statements, (Notes to accounting estimates)”presented above.
2. Valuation of shares of subsidiaries and affiliates (Project Hermes Holding Company, ITL Corporation)(1) Amount recognized in the non-consolidated financial statements for the fiscal year under review
Project Hermes Holding Company

22,750 million yen

ITL Corporation

16,683 million yen(2) Other information relating to accounting estimates that will facilitate the understanding of the users of
the non-consolidated financial statements
The stocks of subsidiaries and affiliates held by the Company are stocks without market price, andwhen the net asset value of the investee declines significantly due to deterioration in its financial
position or reduction in excess earnings power, except when substantiated by proof of sufficient
recoverability, a loss on valuation of shares of subsidiaries and affiliates is recorded.
For key details, please refer to “Notes to the Consolidated Financial Statements, (Notes to accounting
estimates)” presented above.
Notes to Non-Consolidated Balance Sheet
1. Monetary receivables from and payables to affiliates
Short-term monetary asset
1,440 million yen
Short-term monetary liability 7,818 million yen
2. Accumulated depreciation of property and equipment

Long-term monetary asset
3,619 million yen
Long-term monetary liability 641 million yen
315,026 million yen

3. Accumulated deferred tax reserves for non-current assets

78

6,587 million yen

4. Collateral assets
Assets pledged as collateralLand
744 million yen
Obligations related to the above
Short-term bank loans
135 million yen Advances received
Long-term deposits
1,000 million yen
received
5. Guarantee liability
Liability guarantees for borrowings of other companies

32 million yen

2,087 million yen

Notes to Non-consolidated Statement of Income
1. Transactions with affiliates
Operating transactions
Revenue
Transactions other than operating transactions

10,628 million yen
3,786 million yen

Cost

46,112 million yen

Notes to Non-consolidated Statement of Changes in Net Assets
Number of treasury shares as of March 31, 2024
Common stock 6,126,985 shares
Notes to Tax Effect Accounting
Major factors for deferred tax assets and liabilities[Deferred income tax assets]
Enterprise taxes payable
Allowance for investment loss
Accrued bonuses
Retirement benefits
Depreciation
Impairment loss
Other
Deferred income tax assets – subtotal
Valuation allowance
Total deferred income tax assets[Deferred income tax liabilities]
Net unrealized holding gains on securities
Reserve for reduction entry
Reserve for special depreciation
Other
Total deferred income tax liabilities
Net deferred income tax liabilities

401 million yen
6 million yen
615 million yen
251 million yen
6,688 million yen
572 million yen
2,093 million yen
10,630 million yen(2,097) million yen
8,532 million yen(45,690) million yen(15,938) million yen(46) million yen(67) million yen(61,743) million yen(53,210) million yen

Notes to Per Share Information
1. Net assets per share

4,831.70 yen

2. Basic earnings per share 320.86 yen
Notes to Significant Subsequent Events
The notes are omitted because the same information is described in the Notes to Significant Subsequent Eventsin the Notes to the Consolidated Financial Statements.
79

Other Notes(Business combinations, etc.)
Notes are omitted as they are stated in “Other Notes” of the Notes to the Consolidated Financial
Statements.

80